Deferred Merger Consideration. The Deferred Merger Consideration shall be payable in ten (10) equal annual installments of $500,000.00 each, payable on or before the first through tenth anniversaries of the Closing Date. Each installment of Deferred Merger Consideration shall be payable to each Shareholder on a pro rata basis in proportion to his or her respective holdings of Company Common Stock at the Effective Time of the Merger, except as the same may be reallocated among the Shareholders as provided in Section 3.1(c). No interest shall accrue or be payable in respect of the Deferred Merger Consideration. For federal income tax purposes, the parties agree that the Deferred Merger Consideration shall be deemed to include an imputed rate of interest of seven percent (7%) per annum.
Deferred Merger Consideration. In accordance with the terms and conditions of the Merger Agreement, the Parent may make additional payments of Merger Consideration to the Payment Agent in trust for the benefit of the Securityholders at one or more times following the Closing (“Deferred Merger Consideration”). Deferred Merger Consideration will include, if any, any positive adjustment to the Merger Consideration described in Section 1.14 of the Merger Agreement, any positive adjustment to the Merger Consideration based on cash of the Company described in Section 1.15 of the Merger Agreement and any earnout consideration to which the Securityholders may be entitled.
Deferred Merger Consideration. Within five (5) Business Days after the date on which each Installment of the Deferred Merger Consideration becomes payable in accordance with Section 2.14, Purchaser shall (i) pay, or shall cause the Surviving Corporation to pay, in cash, to each Vested Optionholder, the aggregate portion of the Per Share Deferred Merger Consideration to which such Vested Optionholder is entitled pursuant to Section 2.6(a)(ii), with such payments to be made through Purchaser’s or the Surviving Corporation’s payroll processing system in accordance with standard payroll practices (including with respect to withholding for applicable Taxes) as soon as practicable (but in no event later than the second (2nd) regularly scheduled payroll date following the date on which the relevant Installment becomes payable), and (ii) pay, to the Exchange Agent, the aggregate portion of the Deferred Merger Consideration to which the Escrow Participants are entitled pursuant to Section 2.5, for further distribution by the Exchange Agent to the Escrow Participants, in accordance with the distribution methodology set forth in Section 2.5. Within five (5) Business Days after the later of (A) the date on which the Deferred Merger Consideration (or any portion thereof) becomes payable in accordance with Section 2.14 or (B) the applicable vesting date of the Unvested Option Cash to which such Deferred Merger Consideration relates (such date, the “Unvested Deferred Merger Consideration Payment Date”), Purchaser shall pay, or shall cause the Surviving Corporation to pay, in cash, to the relevant Unvested Optionholder, the aggregate portion of the Per Share Deferred Merger Consideration to which such Unvested Optionholder is entitled pursuant to Section 2.6(b), with such payments to be made through Purchaser’s or the Surviving Corporation’s payroll processing system in accordance with standard payroll practices (including with respect to withholding for applicable Taxes). Purchaser may in its discretion make all such required payments of Deferred Merger Consideration to such Unvested Optionholders on the next practicable payroll date following the Unvested Deferred Merger Consideration Payment Date (and in any event no later than the fifteenth (15th) day of the calendar month immediately following the calendar month in which the Unvested Deferred Merger Consideration Payment Date occurs).
Deferred Merger Consideration. Each Equityholder shall, subject to Section 2.2, Section 2.6(b), Section 2.11(b), and Section 11.15(d) receive the Deferred Merger Consideration payable to such Equityholder in three (3) equal installments, which shall become due and payable on each of the first three (3) anniversaries of the Closing Date, respectively (each, an “Installment”), in accordance with the Updated Allocation Schedule. One hundred percent (100%) of the Deferred Merger Consideration will be paid in cash. Upon the occurrence of a Purchaser Change of Control in which the Purchaser (a) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, (b) transfers or conveys all or substantially all of its properties and assets to any Person or (c) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the extent necessary, proper provision shall be made so that either the successors and assigns of Purchaser shall assume the obligations set forth in this Section 2.14.
Deferred Merger Consideration. 2.9.1 L.L. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, and Xxxxxx Xxxx (the "Deferred Comp Shareholders") shall be entitled to additional consideration (the "Deferred Merger Consideration") equal to $150,000, payable in cash or a combination of cash and Buyer Common Shares, as provided below, promptly upon determination thereof in accordance with this Section 2.9, if the aggregate of the Net Revenues earned by the Surviving Corporation in connection with the accounts listed on Exhibit 2.9 (collectively, the "Deferred Merger Consideration Accounts") for the twelve (12) month period beginning October 1, 2004 and ending the last day of September, 2005 (the "Earnout Net Revenues") is equal to or greater than $5,600,000 as more fully described on Exhibit 2.9. In the discretion of each of the Deferred Comp Shareholders, the Deferred Merger Consideration, if earned, shall be paid in a combination of cash and Buyer Common Shares (with the aggregate number of such Buyer Common Shares being equal to (i) the dollar value of the portion of Deferred Merger Consideration requested to be paid in Buyer Common Shares, divided by the Deferred Merger Consideration Price), provided, however, that notwithstanding anything to the contrary contained in this Agreement, the aggregate number of Buyer Common Shares issued in connection with the Deferred Merger Consideration shall not exceed a number equal to (i) $200,000, divided by (ii) the Closing Shares Price. If earned, the Deferred Merger Consideration will be paid 60.0% to L.L. Whiteside, 27.5% to Xxxxxxx X. Xxxxxx, and 10.5%
Deferred Merger Consideration. Subject to any right of setoff that Parent may be entitled to exercise pursuant to Section 7.3(f) and subject to the requirements of this Section 2.2, Parent shall pay or cause to be paid, as set forth in Section 2.3, the Year 1 Deferred Merger Consideration and the Year 2 Deferred Merger Consideration (collectively, the “Deferred Merger Consideration”) as follows:
Deferred Merger Consideration. (i) The “Year 1 Deferred Merger Consideration” shall be an amount equal to the (A) Year 1 Net Revenue Payment, as set forth in Section 2.2(b) plus the (B) Year 1 Milestone Payment, as set forth in Section 2.2(c); provided, that in the event that such amount exceeds the Maximum Year 1 Deferred Merger Consideration, the Year 1 Deferred Merger Consideration shall equal the Maximum Year 1 Deferred Merger Consideration (and such excess amount (as adjusted pursuant to Section 2.3(d)), the “Year 1 Excess”).
Deferred Merger Consideration. The portion of the Estimated Merger Consideration which exceeds One Million Dollars ($1,000,000) shall be paid by the Surviving Corporation on June 30, 1997. The Surviving Corporation's obligation to pay the portion of the Estimated Merger Consideration referred to in this Section 3.2(g) shall be secured by an irrevocable standby letter of credit reasonably satisfactory to the Stockholder, which shall be delivered at the Closing.
