Deferred Payment Consideration Clause Samples
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Deferred Payment Consideration. As part of the Purchase Price, the remainder of the Purchase Price (following payment of the Initial Cash Payment, the Stock Payment and the Warrant Payment at Closing) will consist of, and be paid to the Sellers by the Buyer, as follows:
(a) During the life of the patents covering the Company Technology, fifty percent (50%) of any cash received from income earned, settlements or judgments directly resulting from the Patent Strategy (whether received by the Company, the Buyer or any of the Buyer’s Affiliates), net of any direct costs or tax implications incurred in the pursuit of the Patent Strategy, which amounts the Buyer will pay promptly to the Sellers following receipt, with each Seller receiving a portion equal to their pro rata ownership in the Company at Closing as set forth on Schedule A hereto; and
(b) A payment (the “Deferred Payment”) to be paid in 2014 within thirty (30) days after the Company’s year-end 2013 financial statements are completed and audited by an independent PCAOB accounting firm and that will reflect the average Company Net Income for the years 2010, 2011, 2012, and 2013 based on the following formula: . YR1 = the Company Net Income for Year 2010 YR2 = the Company Net Income for Year 2011 YR3 = the Company Net Income for Year 2012 YR4 = the Company Net Income for Year 2013 10 = Average Growth of Company Net Income of 0.00% to 10.00% 11 = Average Growth of Company Net Income of 10.01% to 15.00% 12 = Average Growth of Company Net Income of 15.01% to 20.00% 13 = Average Growth of Company Net Income of 20.01% to 25.00% 14 = Average Growth of Company Net Income of 25.01% to 30.00% 15 = Average Growth of Company Net Income of 30.01% or greater (With Average Growth of Company Net Income calculated over the entire YR1 to YR4 period.) For purposes of determining Company Net Income, no income from the Company derived from the Patent Strategy as set forth in Section 1.7(a) shall be included in the calculation of gross or net revenues of the Company or Average Growth of Company Net Income. The Deferred Payment will consist of cash and restricted (not freely-trading) common stock of the Buyer at a ratio of Fifty Percent (50%) cash and Fifty Percent (50%) common stock. The Buyer’s restricted common stock issued as part of the Deferred Payment will only be restricted under the Federal securities laws (for example, under the current Federal securities laws, a holder of restricted securities must have held them for at least 6 months before such...
Deferred Payment Consideration. On the fourth (4th) anniversary of the Closing, Parent shall pay or cause to be paid to the Paying Agent or its designee (for further distribution to the Members and certain former members of the Seller), as additional consideration for the Acquired Interests (including for applicable Tax purposes), an aggregate amount equal to $70,000,000 (the “Deferred Payment”), by wire transfer of immediately available funds to the accounts designated by the Seller Representative in writing.”
(n) Section 2.12 of the Transaction Agreement (Paying Agent) is hereby amended and restated in its entirety to read as follows:
Deferred Payment Consideration. On the fourth (4th) anniversary of the Closing, Parent shall pay or cause to be paid to the Seller Representatives or its designee (for further distribution to the Members), as additional consideration for the Acquired Interests (including for applicable Tax purposes), an aggregate amount equal to $70,000,000 (the “Deferred Payment”), by wire transfer of immediately available funds to the accounts designated by the Seller Representatives in writing.
Deferred Payment Consideration. As part of the Purchase Price, the remainder of the Purchase Price (following payment of the the Royalty Payments) will consist of, and be paid to the Seller by the Buyer, as follows: A final payment (the “Deferred Payment”) of One Hundred Thirty Three Thousand ($133,000) to be paid nineteen (19) months from Closing date, after the Company’s year-end 2013 financial statements are completed and audited by an independent accounting firm and that will reflect the total Company Gross Revenues less Direct Costs for the years 2012, and 2013.