Deferred Consideration Clause Samples

Deferred Consideration. Following the Closing: (i) on December 31, 2026, the Purchaser shall deliver or cause to be delivered to Indigo (on behalf of itself and the other Seller), by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser at least three (3) Business Days prior to December 31, 2026, an amount equal to $500,000,000 (the “2026 Deferred Consideration”); provided that if, on the Closing Date, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 Deferred Consideration to Indigo (on behalf of itself and the other Seller) by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser within ten (10) Business Days following the Closing Date; provided, further, that upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 Deferred Consideration to Indigo (on behalf of itself and the other Seller) by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser no later than the consummation of such IPO or Company Sale; and (ii) on December 31, 2027, the Purchaser shall deliver or cause to be delivered to Indigo (on behalf of itself and the other Seller), by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser at least three (3) Business Days prior to December 31, 2027, an amount equal to $500,000,000 (the “2027 Deferred Consideration” and together with the 2026 Deferred Consideration, the “Deferred Consideration”); provided that upon an IPO or Company Sale prior to December 31, 2027, the 2027 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2027 Deferred Consideration to Indigo (on behalf of itself and the other Seller) by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser no later than the consummation of such IPO or Company Sale; provided, however, that, if the Purchaser delivers a written request to Indigo at least five (5) Business Days prior to the date that the 2026 Deferred Consideration or 2027 Deferred Consideration is due, as applicable, that a member of the Company Group pay some or all of such 2026 Deferred Consideration or 2027 Deferred Consideration, Indigo shall consider such request in good faith; provided, furthe...

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. In any year in which an installment of Deferred Consideration is due, the Acquiree Shareholder and his authorized representatives, at his expense, during normal business hours, shall have the right to audit the financial records of Acquiree to verify the calculation of NOI and any Shortfall. For each year in which an installment of Deferred Consideration is due, RCM will furnish the Acquiree Shareholder with year end financial statements for Acquiree.

Deferred Consideration. Subject to the term set forth in Section 2.09: (i) Seven Hundred Fifty Thousand Dollars ($750,000) to be paid on the earlier of (x) ten (10) business days after the closing of the issuance and sale of shares in the capital of Hemptown Organics Corp., a corporation incorporated under the laws of the Province of British Columbia and ▇▇▇▇▇▇▇ Group’s sole stockholder, in which Hemptown Organics Corp. raises at least two million dollars ($2,000,000) and (y) the first anniversary of the Closing, in each case, if such day is not a business day, the first business day thereafter. (ii) Three Million Dollars ($3,000,000.00) to be paid in two equal installments of One Million Five Hundred Thousand Dollars ($1,500,000.00) each. Each installment shall be paid on the anniversary of the Closing commencing with the 1st installment to be paid on the 1st anniversary and the final payment on the 2nd anniversary, in each case, if such day is not a business day, the first business day thereafter. (iii) HTO Holdings shall cause Purchaser to pay the Deferred Consideration pursuant to Section 2.04(b)(i) and (ii).

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. 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.