Post-Closing Consideration. (a) During the six-month period beginning on the Closing Date (the “Earn-Out Period”), HSE shall, no later than thirty (30) days following the end of each calendar month included therein (beginning with the first full calendar month immediately following the Closing), prepare and deliver to the Representative, on behalf of Transferors and the Affiliated Transferors, a written calculation of Adjusted EBITDA for such immediately preceding calendar month (the “EBITDA Report”). In the event the Representative, on behalf of Transferors and the Affiliated Transferors, does not deliver written notice to HSE objecting to the calculation of Adjusted EBITDA set forth in the applicable EBITDA Report within ten (10) Business Days following receipt thereof, then the Representative, on behalf of Transferors and the Affiliated Transferors, shall be deemed to have accepted such EBITDA Report and waived any objection to the calculations of Adjusted EBITDA set forth therein. In the event the Representative, on behalf of Transferors and the Affiliated Transferors, deliver such a written objection notice to HSE within such ten (10) Business Days, the Parties shall work in good faith to resolve any such disputes. In the event any such disputes are not resolved by the Parties within thirty (30) days, such dispute shall be referred to the Referee who shall resolve any such dispute. The Referee shall be provided such work papers and other documents and information relating to the dispute as are reasonably requested by the Referee (subject to any confidentiality agreement required by HSE). The Referee shall be instructed to make his determination within thirty (30) days of submittal thereto. The decision of the Referee, absent manifest error, shall be binding on the Parties.
Post-Closing Consideration. In the event Employee RSUs issued as Change of Control Bonuses fail to vest and are forfeited pursuant to the terms thereof following Closing, then Purchaser shall issue additional shares of Purchaser Common Stock to Seller in an amount equal to the number of such Employee RSUs that have failed to vest and are forfeited pursuant to the terms thereof (as adjusted for stock splits, stock dividends and the like). The issuance of such additional shares of Purchaser Common Stock (if any) to Seller shall be made within forty-five (45) days of the end of each vesting period with respect to the Employee RSUs that were unvested and forfeited pursuant to the terms thereof at the end of such vesting period. Any such additional shares of Purchaser Common Stock issued to Seller shall be subject to the Lock-Up Agreement. The Parties shall treat any payments made pursuant to this Section 2.4 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.
Post-Closing Consideration. Payable at the latest on April 7, 2014, a payment of cash or a number of shares of Parent Common Stock pursuant to Section 2.10 (the “Post-Closing Consideration”).
Post-Closing Consideration. The Buyer shall, at its option, (a) on April 7, 2014, issue to each Seller, by book-entry to such Seller’s account with Parent’s transfer agent, the number of shares of Parent Common Stock equal to the product of the Post-Closing Stock Amount multiplied by such Seller’s Pro Rata Portion as set forth opposite the relevant Seller’s name on Annex A hereto or (b) on or at any time prior to April 7, 2014, pay to each Seller, by wire transfer to such Seller’s bank account number specified in Annex A hereto, an amount in cash equal to the product of the Post-Closing Cash Amount multiplied by such Seller’s Pro Rata Portion as set forth opposite the relevant Seller’s name on Annex A hereto; provided, however, that if the Parent completes any registered public offering or any private investment in public equity (PIPE) financing transaction with institutional investors, pursuant to which it issues shares of Parent Common Stock for cash prior to the issuance of stock or payment of cash to the Sellers contemplated by clauses (a) and (b) above, the Buyer shall make the payment set forth in clause (b) above promptly after the closing of such financing. For the avoidance of doubt, (i) Parent Common Stock issued upon the exercise of stock options or other equity incentives or other similar issuances of stock shall not trigger the Buyer’s obligations under the proviso to this Section 2.10, (ii) in no event shall Buyer be obligated to make the payments contemplated by both clauses (a) and (b) above and (iii) in no event shall Buyer be obligated to make the payment contemplated by this Section 2.10 more than once.
Post-Closing Consideration. Subject to NCTN's right of offset for breaches of representations and warranties of Teltran and IPL and claims for indemnification as set forth in Section 2.7 below, and the right of NCTN to deduct the Adjustment against payments of cash or issuance of Preferred Stock as set forth in Section 2.5 above, following the Closing NCTN shall pay to Teltran $150,000 in same day funds on or prior to the 60th day following the Closing Date or if such 60th day is not a business day in either London or New York the next business day thereafter (the "Post Closing Consideration"). The parties shall endeavor to move up the day of payment of this Post Closing Consideration by reaching full agreement on the Adjustment, if any, pursuant to Section 2.5. NCTN shall further issue and deliver on such date to Teltran or its designees on behalf of Teltran and IPL Series A Preferred Shares having a stated value of (pound)1,500,000, (the "Final Shares") less any amounts of the Adjustment that were not deducted, or Excluded Liabilities that were not offset as provided in Section 2.8, offset by the DataTech Settlement Consideration or the Post Closing Consideration. The value of the Initial Cash Consideration, the stated value of the Series A Preferred Shares issued at Closing pursuant to Section 2.2.1(a), (b) and (c), the DataTech Consideration and the stated value Final Shares when added together shall equal the sum of the $350,000 and Preferred Shares having a stated value equivalent to (pound)4,940,000 (the "Purchase Amount"), subject to deduction of the Adjustment as provided in Section 2.5 and any offset as provided in Section 2.7.
Post-Closing Consideration. (a) If the average closing sales price of GST Common Stock for the Measurement Period (as hereinafter defined) is less than $12.50 per share, then up to 114,489 shares of GST Common Stock shall be distributed to the Sellers as promptly as practicable after the end of the Measurement Period pursuant to Section 1.7(c) as the "Post-Closing Consideration". The precise number of shares of GST Common Stock which shall constitute the Post-Closing Consideration shall be equal to: (i) the difference between (x) $12.50, and (y) the greater of the average closing sales price of GST Common Stock for the Measurement Period and $11.25, (ii) divided by 1.25, (iii) times 114,489.
Post-Closing Consideration. After the Closing Date, Purchaser will pay to Seller the following cash amounts (the “Post-Closing Consideration”):
Post-Closing Consideration. As further consideration for the purchase of the shares of Company Common Stock from each respective Shareholder, GroupMAC shall deliver to such Shareholder the post-closing consideration described below (when aggregated with the consideration to be issued to all the other Shareholders pursuant to this Section 1.3.3, the "Post-Closing Consideration"):
Post-Closing Consideration. (a) In addition to the Closing Payment, DSI will be entitled to additional consideration (the “Post Closing Consideration”) on the terms and conditions set forth in this Section 3.4 and in Schedule 3.4. For the avoidance of doubt, any Post Closing Consideration due under this Section 3.4 will be payable to DSI, and no portion of the Post Closing Consideration will be payable to DSI Limited.
Post-Closing Consideration. Upon the terms and subject to the conditions set forth in this Agreement, after the Closing and subject to the conditions set forth in this Section 1.03, Buyer shall:
