Third Contingency Purchase Price Clause Samples

Third Contingency Purchase Price. Within sixty (60) days of the three year anniversary of the Closing Date (such anniversary date to be referred to as the Third Contingency Date) the Purchaser will pay to the Vendor: (a) 3% of the Gross CSI Revenues from the twelve (12) month period immediately preceding the Third Contingency Date; and (b) 19% of the CSI EBITDA from the twelve (12) month period immediately preceding the Third Contingency Date (collectively, the Third Contingency Price) by issuing to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, in equal portions, that number of common shares of Neptune which equals the Third Contingency Price divided by the 10 day average closing price of such shares on the NASD OTC Bulletin Board, or other stock exchange in the United States of America, calculated five business days before the Third Contingency Date (the Third Deemed Price), provided, however, as follows: (i) the Purchaser will not issue fractional shares of Neptune to the ▇▇▇▇▇▇▇▇ and Bethel; (ii) in the event that the Third Deemed Price is less than $4.00 per share on the Third Contingency Date, the Purchaser, at its option, will deliver to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, in equal portions, either (1) cash in an amount equal to the Third Contingency Price; or (2) a combination of common shares of Neptune and cash which equal an aggregate deemed value of the Third Contingency Price; and (iii) in the event that on the Third Contingency Date, the common shares of Neptune are not publically traded on the NASD OTC Bulletin Board or any other recognized exchange in the United States of America, the Purchaser will pay the Third Contingency Price to ▇▇▇▇▇▇▇▇ and Bethel, in equal portions, by way of deliver of certified checks.