Third Contingent Payment Sample Clauses
Third Contingent Payment. Subject to clauses (h), (i) and (j) below, within five business days after the Annual Determination for calendar year 2012 and any adjustments thereto shall have become binding on the parties in accordance with the Capital C LP Agreement, the Purchaser shall pay to Capital C Holdco the Third Contingent Payment ("TAP"), calculated as follows: TAP = Applicable Percentage x 36% x 2012 PBT ; provided, however, in the event that 2012 PBT were less than $3,400,000, then TAP shall equal (A) the excess, if any, of (i) 2012 PBT over (ii) 2,040,000, multiplied by (B) 90%, multiplied by (C) the Applicable Percentage; provided further, however, in the event that (x) 2011 PBT minus (y) (i) SAP divided by the Applicable Percentage applicable to SAP divided by (ii) 90%, were less than $2,040,000, then for purposes of the calculations of TAP above, 2012 PBT shall be reduced by the amount of such shortfall; provided further, however, in the event that (x) 2011 PBT minus (y) (i) SAP divided by the Applicable Percentage applicable to SAP divided by (ii) 90%, were greater than $2,040,000, and 2012 PBT were greater than $4,000,000 (such excess, the “2012 Excess”), then the Purchaser shall pay to Capital C Holdco an additional payment calculated as follows: the Applicable Multiplier multiplied by the 2012 Excess (the “2012 Top-Up”).
Third Contingent Payment. Following the end of the first quarter in which Purchaser has recognized cumulative Net Product Revenues of ten million dollars ($10,000,000), the Purchaser shall make a contingent payment to the Company of one million two hundred thousand dollars ($1,200,000) (the "Third Contingent Payment"), payable in the form of Purchaser Common Stock, in accordance with Sections 1.6 and 1.7.
Third Contingent Payment. Independent of the First Additional Consideration and the Second Additional Consideration, for each week day that the WTI Price is greater than $60.00 during the Third Contingent Period (each such day, a “Third Period Eligible Day”), Parent Guarantor shall pay to Sellers an amount equal to $60,000.00 for each Third Period Eligible Day in the Third Contingent Period (such aggregate amount, the “Third Additional Consideration” and, together with the First Additional Consideration and the Second Additional Consideration, the “Additional Consideration”), which shall be calculated by Parent Guarantor on a monthly basis and reported to Sellers by no later than the fifth (5th) Business Day after the end of each month and paid to Sellers annually by wire transfer in immediately available funds no later than five (5) Business Days after the end of the Third Contingent Period; provided, however, that the Third Additional Consideration shall be capped at and shall not exceed $15,000,000.
Third Contingent Payment. The Third Contingent Payment, if any, shall be calculated based upon the number of New Debris Removal Claims, as follows:
Third Contingent Payment. (i) Purchaser will pay to Seller $1,000,000 (the "Third Contingent Payment") within 30 days after the end of the first 12 consecutive month period which ends before the fifth anniversary of the Closing during which:
(1) net sales of the Products in "mass consumer markets" (i.e., grocery, drug, discount, and other retail outlets with "shelves", etc.) are equal to or exceed net on-air sales of the Products on the QVC television network during such 12-month period, and
(2) net on-air sales of the Products on the QVC television network or any other television channel are at least equal to such net sales in the 12 consecutive whole calendar months prior to the Closing.
Third Contingent Payment. If the EBITDA set forth in the Earn Out Report that Purchaser delivers to the Seller Representative pursuant to Section 1.5(a) (or if a Dispute Notice is given, the Final Disputed Amount) with respect to Earn Out Period Three (the "Period Three EBITDA") equals or exceeds the Threshold EBITDA for Earn Out Period Three, then the Purchaser shall make a Contingent Payment in an amount determined as follows:
(i) If the Period Three EBITDA is equal to or less than Target EBITDA for Earn Out Period Three, an amount equal to the product of (A) the Period Three EBITDA and (B) the Total Earnout Percentage multiplier set forth on attached Exhibit 1.4 that corresponds with Earn Out Period Three;
(ii) If the Period Three EBITDA is greater than Target EBITDA for Earn Out Period Three but less than 200% of Target EBITDA for Earn Out Period Three, an amount equal to the product of (A) the Period Three EBITDA and (B) the Total Earnout Percentage multiplier set forth on attached Exhibit 1.4 that corresponds with Earn Out Period Three; and
(iii) If the Period Three EBITDA is equal to or greater than 200% of Target EBITDA for Earn Out Period Three, an amount equal to the product of (A) the Period Three EBITDA and (B) the Total Earnout Percentage multiplier set forth on attached Exhibit 1.4 that corresponds with Earn Out Period Three; provided, that if the Period One EBITDA is less than the Threshold EBITDA for Earn Out Period Three, no Contingent Payment shall be owing with respect to Earn Out Period Three.