Deferred Consideration Clause Samples
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Deferred Consideration. 5.1 If following exercise of the Put Option or the Call Option but on or prior to the Expiry Date, either (i) MEIF sells, or enters into a binding agreement to sell, any of the Option Securities acquired from MIC to a person who is not an Affiliate of MEIF or (ii) the Company directly or indirectly sells, or enters into a binding agreement to sell, all or part of the South East Water business (in each case a “Relevant Sale”), the price payable in respect of the Option Securities shall be adjusted in accordance with this clause provided that:
(a) any conditions to which the Relevant Sale is subject are satisfied or waived (whether before or after the Expiry Date); and
(b) in the event that MEIF engages in a sale of only part of its interest in the Company on or prior to the Expiry Date, MEIF shall be deemed to have sold the Option Securities acquired from MIC on a pro-rata basis with the securities in the Company held by MEIF at the time of the sale that were not acquired from MIC and the provisions of this clause shall apply in respect of each such sale of part of MEIF’s interest in the Company entered into on or prior to the Expiry Date and “Relevant Sale” shall be construed accordingly.
5.2 For the purposes of this Agreement, the Adjusted Amount shall be the sum of:
(a) an amount equal to the MEIF Sale Proceeds;
(b) less an amount equal to the Option Price multiplied by the Relevant Percentage;
(c) less an amount equal to the Acquisition Taxation Costs multiplied by the Relevant Percentage;
(d) less an amount equal to the Transaction Costs;
(e) less an amount equal to the Sale Taxation Costs;
(f) less an amount equal to the Bridge Facility Costs multiplied by the Relevant Percentage, and the “Relevant Percentage” shall be either (i) the percentage of the Option Securities acquired by MEIF from MIC deemed to have been sold by MEIF pursuant to clause 5.1 or (ii) the percentage of the South East Water business sold directly or indirectly by the Company.
5.3 MEIF shall provide MIC (a) with its calculation of the Adjusted Amount and (b) with such information as MIC may reasonably request to enable MIC to verify MEIF’s calculation of the Adjusted Amount.
5.4 If the Adjusted Amount is a positive sum, MEIF shall pay to MIC an amount equal to the Adjusted Amount within 5 Business Days of receipt by MEIF (or its Affiliate) of the proceeds of the Relevant Sale and such amount shall be paid by way of increase to the Option Price in accordance with clause 4.1(d).
5.5...
Deferred Consideration. (a) No later than fifteen (15) calendar days after the end of each calendar month following the Closing (beginning with the calendar month ending December 31, 2008) (each such calendar month period, a “Calculation Period”), Buyer shall prepare and deliver to Seller a written statement (a “Monthly Revenue Statement”) setting forth the amount of Revenue, if any, of the Company for the applicable Calculation Period (the “Monthly Revenue Amount”), together with reasonably detailed back-up information with respect to the calculation of such amount. Buyer shall, concurrently with its delivery of the Monthly Revenue Statement, pay to Seller an amount equal to the product of 0.06 multiplied by the Monthly Revenue Amount (such resulting amount, the “Preliminary Monthly Deferred Consideration”). If the Preliminary Monthly Deferred Consideration is not paid within such fifteen (15) calendar period, any such unpaid amount shall bear interest at a rate of 1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid.
(b) Following any determination pursuant to Section 2.4(c) that an adjustment to the Preliminary Monthly Deferred Consideration is necessary, then (1) if the Disputed Amount is a positive number, then Buyer shall pay to Seller, no later than five (5) calendar days following the date on which the Final Monthly Revenue Amount is determined in accordance with Section 2.4(c) (such date, the “Final Monthly Revenue Determination Date”), an amount equal to the difference of (i) the product of (y) the Final Monthly Revenue Amount multiplied by (z) 0.06 minus (ii) the Preliminary Monthly Deferred Consideration (such resulting amount, the “Disputed Amount”), which is payable to Seller by means of a wire transfer of immediately available funds to an account designated in writing by Seller, and (2) if the Disputed Amount is a negative number, Seller shall pay such amount to Buyer within five (5) calendar days following the Final Monthly Revenue Determination Date. If the Disputed Amount is not paid within such five (5) calendar day period, any such unpaid amount shall bear interest at a rate of 1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid.
(c) Within thirty (30) calendar days after receipt by Seller of a Monthly Revenue Statement (the “Review Period”), Seller may deliver a written notice (an “Objection Notice”) to Buyer of any good faith dispute it has with respect to the preparation or content of such Monthly Revenue...
Deferred Consideration. The "Deferred Consideration" payable to Shareholders shall be subject to reduction as provided in Section 9.3 of this Agreement. If NBC incurs any Damages as described in Section 9.1, NBC shall have the right to set-off any such amounts against the Deferred Consideration as described in Section 9.3 in addition to any other remedies to which it may be entitled. As of the Closing, the Deferred Consideration shall be deposited into an interest bearing trust account with First Bank, N.A., Lincoln, Nebraska, subject to the terms and conditions of the Escrow Agreement attached to the Agreement as Exhibit A.
4. AMENDMENT OF SECTION 3.
Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Holdings is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Holdings in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Holdings’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. The Sellers shall be entitled to deferred consideration (the "Deferred Consideration") as set forth below, payable as provided in Section 2.9:
(a) In the event that EBITDA (as defined below) for the period from the Closing Date to December 31, 2001 (the "First Period") is greater or equal to zero (0), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii).
(b) In the event that EBITDA for the period from January 1, 2002 to December 31, 2002 (the "Second Period") is greater or equal to One Million Dollars ($1,000,000) (the "Second Period Target Amount"), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Second Period is less than the Second Period Target Amount but equal to or greater than Eight Hundred Thousand Dollars ($800,000). Sellers shall be entitled to receive that number of ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to EBITDA for the Second Period. Sellers will not be entitled to receive any Deferred Consideration for the Second Period to the extent EBITDA for such period is less than Eight Hundred Thousand Dollars ($800,000); Additionally, to the extent that EBITDA for the Second Period is equal to or greater than Four Million Dollars ($4,000,000), the Sellers shall be entitled to receive an option to purchase 100,000 shares of ▇▇▇▇▇▇▇ Common Stock in accordance with ▇▇▇▇▇▇▇'▇ Amended and Restated 1996 Share Option and Incentive Plan.
(c) In the event EBITDA for the period from January 1, 2003 to December 31, 2003 (the "Third Period") is greater or equal to Three Million Dollars ($3,000,000) (the "The Third Period Target Amount"), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Third Period is less than the Third Period Target Amount but equal to or greater than Two Million Four Hundred Thousand Dollars ($2,400,000), Sellers shall be entitled to receive that number of ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to the percentage under One Million Dollars ($1,000,000) corresponding to the amount that EBITDA for t...
Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Chloe is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Chloe in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Chloe’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. At Closing, Buyer shall pay to the Escrow Agent the sum of (i) Two Hundred Fifty Thousand Dollars ($250,000) plus (ii) an amount equal to claims received by Buyer, or an agent appointed by Buyer for that purpose, under the California Uniform Commercial Code - Bulk Sales Law (the "Act") pursuant to the notice given in accordance with Sections 6104(b) and 6105 of the Act (hereinafter referred to as the "Deferred Consideration") to be held in an interest bearing account of Seller's choosing and payable pursuant to the terms of this Agreement and the Final Escrow Agreement attached hereto as EXHIBIT 3.
(i) Six (6) months after the Closing Date, the amount of Deferred Consideration which exceeds the sum of One Hundred Thousand Dollars ($100,000) plus the amount of Claims (as defined in ARTICLE 12 hereof) asserted prior to the date of such disbursement, shall be paid to Seller by the Escrow Agent.
(ii) One (1) year after the Closing Date, the remaining balance of the Deferred Consideration, less the amount of any additional Claims asserted prior to the date of such disbursement, shall be paid to Seller by the Escrow Agent.
Deferred Consideration. Subject to the term set forth in Section 2.09:
(i) Three Hundred Thousand Dollars ($300,000) were paid on February 12, 2021.
(ii) One Hundred Thousand Dollars ($100,000) were paid on April 26, 2021.
(iii) Fifty Thousand Dollars ($50,000) in total were paid by October 18th,
(iv) Fifty Thousand Dollars ($50,000) to be paid on December 1st, 2021.
Deferred Consideration. (a) Notwithstanding anything in this Agreement, none of Parent, Merger Sub or any of their respective Affiliates (A) shall be under any obligation or have any duty to act in such a manner that any of the Deferred Consideration is paid, or if payable, is maximized, (B) will owe any holder of Company Capital Stock any fiduciary or other similar duty in respect of this Section 3.4, or (C) will have any obligation, or shall be bound by an agreement or covenant of any kind, in respect of this Section 3.4 other than an obligation to comply with the covenants and agreements expressly set forth in this Section 3.4, it being the Parties’ intention that any other covenants, agreements and/or obligations are expressly waived and disclaimed; provided, however, Parent and the Company (following the Closing) shall not take action with the primary and bad faith intention of avoiding or reducing the Deferred Consideration.
(b) Within thirty (30) days after each Deferred Consideration milestone has been achieved in accordance with Schedule 3 hereto, Parent shall deliver a notice to the Representative of such milestone, and within ninety (90) days after the achievement of each Deferred Consideration milestone, Parent shall pay, or cause the Surviving Corporation to pay, the Pro Rata Share of each Share Recipient, to be paid in the method elected by Parent in accordance with Section 3.4(c).
(c) At its sole discretion, Parent may choose to pay the Deferred Consideration in Cash or in Parent Consideration Stock or a combination of both, so long as the Parent Consideration Stock is issued in accordance with this Agreement.
(d) In no event shall the total number of Parent Consideration Stock issued hereunder (including, without limitation any Parent Consideration Stock issued as part of the Closing Consideration or the Deferred Consideration) exceed 19.9% of the total outstanding capital stock of Parent as of the Effective Time (not including any Parent capital stock that is owned by Parent and without assuming the conversion or exercise of any options, warrants or other convertible securities), unless Parent has first obtained the required stockholder approval of the issuance of more than such number of Parent Consideration Stock pursuant to NASDAQ Marketplace Rule 5635.
(e) The Share Recipients agree and acknowledge as to the Milestone Payment Amounts (as defined in Schedule 3 hereto) that (i) there are no representations or warranties of Parent other than those expressly set ...
Deferred Consideration. In consideration of the sale by Shiprock Holdings to Zealand of the Shiprock Holdings Shares under Clause 5.1, Zealand and its Affiliates (excluding Betacure) shall be jointly and severally liable to pay to Shiprock Holdings as deferred consideration (“Deferred Consideration”) the following amounts:
(a) if Betacure and/or Zealand, and/or an Affiliate of Zealand and/or Betacure, sells the Deferred Consideration Product In Market, 2% of Net Sales during the Deferred Consideration Period;
(b) if Betacure and/or Zealand, and/or an Affiliate of Zealand and/or Betacure, enters into a Commercialisation Agreement with a third party, 13% of Net Revenues in the Territory during the Deferred Consideration Period.