Payment of Contingent Consideration Installment Amounts Sample Clauses

Payment of Contingent Consideration Installment Amounts. (i) On the date that Purchaser delivers a Contingent Consideration Payment Statement, Purchaser shall pay or cause to be paid: (1) an aggregate amount equal to the Contingent Consideration Installment Amount as reflected on such Contingent Consideration Payment Statement (less the applicable Retention Program Installment Amount) to Seller, and (2) to the Company, the applicable Retention Program Installment Amount, which shall be paid to the Retention Program Participants in accordance with the terms of the Retention Program set forth in Section 2.9(c); and (ii) on a date that is not later than ten (10) Business Days following the final determination of the Contingent Consideration Installment Amount, Purchaser shall pay or cause to be paid: (1) an aggregate amount equal to the Contingent Consideration Installment Amount (less the applicable Retention Program Installment Amount and the related amount paid pursuant to the preceding clause (b)(i)(1)) to Seller, and (2) to the Company, the applicable Retention Program Installment Amount (less the related amount paid pursuant to the preceding clause (b)(i)(2)), which shall be paid to the Retention Program Participants in accordance with the terms of the Retention Program set forth in Section 2.9(c); provided that at least 75% of each of the first two Contingent Consideration Installment Amounts (including the applicable Retention Program Installment Amounts), 65% of each of the third and fourth Contingent Consideration Installment Amounts (including the applicable Retention Program Installment Amounts), and at least 50% of the fifth Contingent Consideration Installment Amount (including the applicable Retention Program Installment Amount), shall be paid in cash, and the balance may be paid in cash and/or Class A Common Stock of Parent, at Purchaser’s discretion (which stock the Parties acknowledge may be delivered in a private placement and therefore subject to restriction on trading under Rule 144) and, to the extent that any such balance is paid in Class A Common Stock of Parent, for administrative convenience, (x) in the case of the applicable portion of the Retention Program Installment Amount, Purchaser shall cause Parent to issue such stock directly to the relevant Retention Program Participants on behalf of the Company and (y) in the case of the applicable portion of the Consideration Installment Amount (other than any Retention Program Installment Amount), at Seller’s request, Purchaser shall cause Par...
Sample 1
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Related to Payment of Contingent Consideration Installment Amounts

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Definitions For purposes of this Agreement:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • NOW, THEREFORE the parties hereto agree as follows:

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