Contingent Shares. Except as provided in Paragraph 1 hereof, all contingent stock awards granted under the NiSource Inc. 1994 Long Term Incentive Plan or the 1988 Long Term Incentive Plan that have not vested as of January 31, 2003 shall vest in accordance with Section 6 of the Contingent Stock Agreements dated January 29, 2000 and January 1, 2001.
Contingent Shares. Employee shall be entitled to receive the Contingent Shares (as defined in Annex B), upon the satisfaction of certain performance thresholds as specified in Annex B.
Contingent Shares. Buyer agrees to pay to Seller additional consideration for the Company Shares as follows:
Contingent Shares. Subject to any right of setoff that the Buyer may be entitled to exercise (pursuant to Section 7.9 or otherwise) and to the rest of this Section 2.1(c), the Contingent Shares shall be earned and issued as set forth in this Section 2.1(c):
Contingent Shares. In the event that the Company raises capital through the sale of its securities to third parties (“Other Investors”) pursuant to one or more private placements that close after December 15, 2009 and on or before March 29, 2010 (collectively, the “Covered Offerings”), and subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein, the Subscriber shall purchase additional shares of Common Stock (the “Contingent Shares”) from the Company. The price per share payable by the Subscriber for Contingent Shares (the “Effective Price”) shall be the lesser of $1.75 and the lowest per share price paid by Other Investors for shares of Common Stock in any Covered Offering (not including the exercise or conversion price of any Common Stock equivalents sold in such Covered Offering). The number of Contingent Shares to be purchased by the Subscriber shall equal the quotient of (i) 50% of the gross dollar amount raised in all Covered Offerings, up to a maximum of $2,500,000, divided by (ii) the Effective Price. The total amount payable by the Subscriber for Contingent Shares is referred to herein as the “Contingent Purchase Price” and, together with the Initial Purchase Price, the “Purchase Price.”
Contingent Shares. As part of the Merger Consideration, the Parent shall issue to the Shareholders up to 350,000 newly-issued shares of Parent Common Stock (the "Contingent Shares"), the exact number of which shall be determined by reference to the net income of the Company during the twelve (12) month period beginning on November 1, 2005 and ending October 31, 2006 (such 12 month period is referred to herein as the "Measurement Period"). The allocation among Shareholders of the Contingent Shares earned shall be made to them pro rata, based upon their respective current stock ownership of the Company. The total number of Contingent Shares earned shall be based upon the amount of net income earned by the Company during the Measurement Period (such net income amount earned during the Measurement Period is referred to herein as the "Xxxxx Net Income"). If the Xxxxx Net Income is less than $275,000 there shall be no Contingent Shares issued. If the Xxxxx Net Income is at least $275,000, but less than $300,000 there shall be 125,000 Contingent Shares Issued. If the Xxxxx Net Income is at least $300,000 but less than $325,000 there shall be 250,000 Contingent Shares issued. If the Xxxxx Net Income is $325,000 or more there shall be 350,000 Contingent Shares Issued. For purposes of determining the Xxxxx Net Income, it is assumed that the operations of the Company during the Measurement Period will be conducted, and the determination of net income by such operations will be made, consistently with the Company's historical practices. In the event that there is a redirection of employee efforts during the Measurement Period such that the efforts of the Shareholders and/or the former employees of the Company are directed toward the business of the Parent, other than to the Company, the Xxxxx Net Income determination shall be adjusted accordingly to give effect to such redirection on a pro forma basis by including revenues for the work done by such redirected employee(s) equal to the number of hours spent by each redirected employee, as reflected on the time sheets or logs reasonably required to be provided by the Parent, multiplied by that employee's standard billing rate. The hours reflected on such time sheets or logs, as the case may be, shall be approved by the Merger Sub's Senior Vice President and Chief Operating Officer, respectively. Further, in the event that there are any allocations by the Parent of administrative or other expenses to the former operations of the Company, su...
Contingent Shares. The Shares the subject of this Warrant shall be increased by 10,000 (to a total of 100,000 Shares) if and only if the closing bid price of the Company's Common Stock in the New York over-the- counter market (as reported by the National Association of Securities Dealers, Inc.), or the closing selling price if the Company's Common Stock becomes traded on the NASDAQ Small Cap Market or other exchange, is not $8.00 or more per share for five consecutive trading days at any time during the 12-month period beginning August 15, 1995. If the Warrantholder becomes so entitled to exercise this Warrant as to the additional 10,000 Shares (the "Contingent Shares"), the Company shall deliver a written acknowledgment to the Warrantholder, which acknowledgement shall be attached to this Warrant Certificate. Upon the effective date of such acknowledgment (August 15, 1996), all terms, conditions, representations and restrictions applicable to the original Shares shall apply to the Contingent Shares. Creation of rights to acquire the Contingent Shares shall not extend the term of this Warrant.
Contingent Shares. (i) All of the Contingent Shares shall vest in the event that, during any full four calendar quarter period during the 16 full calendar quarters after the date of the completion of the IPO (excluding any partial quarter following the completion of the IPO) (the “Vesting Period”), the Company’s Core Earnings (as defined below) for such four-quarter period equals or exceeds the Hurdle Rate (as defined below). In addition, the Contingent Shares shall vest immediately upon termination of the Management Agreement.
Contingent Shares. (a) If, during the period commencing May 1, 1998 and expiring April 30, 1999 (the "Revenues Measurement Period"), Xxxxx has at least $10,000,000 in Cumulative Gross Revenues and maintains a Cumulative Gross Margin of not less than 4%, the Members and the holder(s) of the 1997 Note Shares, as holders of shares of the HC Common Stock, shall be entitled to receive at the Final Exchange Closing (as hereinafter defined) the number of additional shares of the HC Common Stock (the "Additional Shares") set forth below, subject to adjustment as set forth in Section 7.17 hereof: If Revenues are at least But less than Number of Additional Shares ------------------------ ------------- --------------------------- $10,000,000 $15,000,000 737,776 $15,000,000 $20,000,000 2,039,770 $20,000,000 $25,000,000 4,109,590 $25,000,000 8,080,400 (b Each Member and holder of 1997 Note Shares shall be entitled to receive at the Final Exchange Closing a number of Additional Shares equal to the total number of Additional Shares multiplied by a fraction, the numerator of which is the number of Initial Member Shares and/or 1997 Note Shares to which such Member or holder is entitled pursuant to Section 1.1 hereof and the denominator of which is the sum of the number of Initial Member Shares and 1997 Note Shares.
Contingent Shares. (i) If any one of the following three events fails to occur prior to the second anniversary of the date hereof, then the Holder shall have the right to purchase 20,031 Contingent Shares (for a total of 140,213 Warrant Shares purchasable hereunder) upon exercise of this Warrant:
