Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. (a) Subject to the satisfaction of clause 5, the Optionholder must pay the Deferred Consideration to the Shareholder or its nominee as follows: (i) the First Deferred Payment must be made within 90 days of execution of a Binding Heads of Agreement by issuing 12,500,000 BLR Shares to the Shareholder or its nominee at the Specified Issue Price and delivering a holding statement to the Shareholder or its nominee in respect of such BLR Shares; (ii) the Second Deferred Payment must be made within 90 days of execution of the Proposed Joint Venture Agreement by issuing 12,500,000 BLR Shares to the Shareholder or its nominee at the Specified Issue Price and delivering a holding statement to the Shareholder or its nominee in respect of such BLR Shares; and (iii) the Third Deferred Payment must be made within 60 days of Commercial Application by, at the sole discretion of the Optionholder, either: (A) paying $500,000 in Immediately Available Funds; or (B) issuing that number of BLR Shares as when divided by the volume weighted average price of BLR Shares for a period of 30 consecutive days prior to Commercial Application will equal $500,000 and delivering a holding statement to the Shareholder or its nominee in respect of such BLR Shares. (b) Any BLR Shares issued under this clause 6.1 shall rank pari passu to the existing BLR Shares and the Optionholder shall apply for quotation of such BLR Shares on the Australian Securities Exchange within 3 Business Days of their allotment. (c) The Optionholder must make an announcement to the ASX in compliance with section 708A(5)(e) of the Corporations Act within 3 Business Days of allotment of any BLR Shares issued under this clause 6. (d) Any BLR Shares issued under clause 6.1(a)(i) or 6.1(a)(ii) above will be subject to a voluntary escrow period of six months from the date of issue. (e) The issue of BLR Shares under this clause 6 is subject to any shareholder approval that is required pursuant to the Listing Rules of the Australian Securities Exchange. If so required, the Optionholder will use all reasonable endeavours to obtain such approvals if the Optionholder does not obtain such approval within of 6 months from the date the Shareholder was entitled to be issued shares under this clause 6, then the Optionholder will make payment in cash for the amounts set out in this clause.