Common use of Transaction Consideration Clause in Contracts

Transaction Consideration. In exchange for the sale and delivery of the Purchased Interests in accordance with Section 2.1, the Purchaser shall pay, or cause to be paid, in the aggregate, to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, the following in accordance with the provisions of this Agreement (collectively, as adjusted and finally determined in accordance with Section 2.6(c), the “Transaction Consideration”): (a) the Cash Consideration; plus (b) the Unit Consideration; plus (c) that portion of the Escrow Amount (if any) that is ultimately required to be released to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with the terms of this Agreement and the Escrow Agreement, as applicable; plus (d) that portion of the Earnout Amounts (if any) that is ultimately required to be paid to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with the terms of this Agreement and the Earnout Agreement; plus (e) that portion of the Representative Holdback Amount (if any) that is ultimately required to be released to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with the terms of this Agreement; plus (f) the amount, if any, of any payment required to be made by the Purchaser to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with Section 2.8(c)(ii)(B); minus (g) the amount, if any, of any direct payment required to be made by the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, to the Purchaser pursuant to and in accordance with the proviso in Section 2.8(c)(i); plus (h) the amount, if any, of any Contingent Payment Different required to be paid by the Purchaser to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with Section 7.11; plus (i) the amount, if any, of any Paid Indemnity / RWI Payment Amount required to be paid by the Purchaser to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with Section 7.12; plus (j) the Additional Atlas Amount; plus (k) the Additional Fortress Amount.

Transaction Consideration. In exchange for the sale and delivery consideration of the Purchased Interests in accordance with purchase and sale of the GIG Common Stock pursuant to Section 2.12.01(a) hereof, the Purchaser FCBI shall pay, or cause to be paid, in the aggregate, make an aggregate initial payment to the Sellers Stockholders (the “Closing Payment”) plus, solely if each of the specific conditions set forth in this Section 2.01(b) are satisfied, (A) payments to the Stockholders based on the achievement (as specified in Sections 2.01(b)(ii)(A) and 2.01(b)(iii)(A) hereof) of minimum annualized revenues (the “Holdback Payments”), and (B) payments to the Stockholders based on the achievement of minimum earnings-before-taxes (“EBT”) targets (the “Earn-Out Payments”). Each of the Stockholders hereby agrees that his interest in each of the Closing Payment, and, following execution if applicable, any Holdback Payments and any Earn-Out Payments, shall be equal to his ownership interest (expressed as a percentage) in GIG as of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, the following in accordance with the provisions date of this Agreement (collectively, as adjusted and finally determined set forth in accordance with Section 2.6(c), the “Transaction Consideration”): (a4.04(a) the Cash Consideration; plus (b) the Unit Consideration; plus (c) that portion of the Escrow Amount (if any) GIG Disclosure Schedule. Each of the Stockholders agrees that the payment of any Holdback Payments and Earn-Out Payments is ultimately required conditioned upon M▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ continuing to be released to employed by GIG for the Sellers full Measurement Period in question, and, following execution unless M▇. ▇▇▇▇▇▇▇▇’ employment with GIG shall have been terminated by GIG without cause or due to death or disability (as such terms are defined in the employment agreement set forth in Annex A hereto) or as the result of a Change in Control of FCBI or GIG, FCBI shall have no obligation to make such payments and shall not make such payments if this requirement is not satisfied. Each of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with Stockholders further agrees that if the terms of this Agreement and the Escrow Agreement, as applicable; plus (d) that portion of the Earnout Amounts (if any) that is ultimately required to be paid to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with the terms of this Agreement and the Earnout Agreement; plus (e) that portion of the Representative Holdback Amount (if any) that is ultimately required to be released to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with the terms of this Agreement; plus (f) the amount, if any, of any payment required to be made by the Purchaser to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, pursuant to and in accordance with Section 2.8(c)(ii)(B); minus (g) the amount, if any, of any direct payment required to be made by the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder and Cashed Out Holder, as applicable, to the Purchaser pursuant to and in accordance with the proviso conditions set forth below in Section 2.8(c)(i2.01(b)(ii)(A) or 2.01(b)(iii)(A) for any Holdback Payments or the Earn-Out Payments (taking into consideration Section 2.01(b)(iii)(A)(iii); plus (h) the amountare not satisfied, if any, of FCBI shall have no obligation to make any Contingent Payment Different required to be paid by the Purchaser to the Sellers and, following execution of the Distribution Agreements, each Specified Holder, Other Holder such payments and Cashed Out Holder, as applicable, pursuant to and in accordance with Section 7.11; plusshall not make any such payments. (i) The Closing Payment shall be payable on the amountClosing Date and shall consist of a number of whole shares of FCBI Common Stock which shall have an aggregate value equal to one million six hundred fifty-seven thousand seven hundred thirty dollars ($1,657,730), if anybased on the Average Share Price, plus cash in lieu of any Paid Indemnity / RWI fractional share interest. The Closing Payment Amount required is intended to represent at least fifty percent (50%) of the maximum Transaction Consideration payable pursuant to this Agreement. (ii) Subject to adjustment as provided in Section 2.01(b)(viii) hereof, the aggregate Holdback Payments available to Stockholders is $284,763 (or $52,309 for the first Measurement Period, $55,150 for the second Measurement Period, $57,080 for the third Measurement Period, $59,078 for the fourth Measurement Period and $61,146 for the fifth Measurement Period). To the extent that a Holdback Payment is earned, Holdback Payments shall be payable as promptly as practical following agreement of the parties as to the amount of the Holdback Payment to be made, and not later than sixty (60) days after the applicable Subsequent Installment Date, and shall be paid in a number of whole shares of FCBI Common Stock which shall have an aggregate value equal to the amount entitled to be paid hereunder, based on the Average Share Price, plus cash in lieu of any fractional share interest, provided, however, that if the Average Share Price as so determined is less than the Average Share Price determined in connection with the Closing Date, or the previous Subsequent Installment Date, as the case may be, then notwithstanding the foregoing, FCBI shall have the right to make such payment in cash. The Stockholders’ entitlement to receive a Holdback Payment not later than sixty (60) days after an applicable Subsequent Installment Date shall be subject to satisfaction of the condition set forth in (A) below. (A) The Stockholders shall be entitled to receive a Holdback Payment only to the extent that GIG has achieved minimum annualized Gross Revenues of $2,794,774, $3,074,251, $3,381,677, $3,719,844 and $4,091,829 for the applicable respective Measurement Period. (iii) Subject to adjustment as provided in Section 2.01(b)(viii) hereof, the aggregate Earn-Out Payments available to Stockholders is $1,167,580 (or $214,476 for the first Measurement Period, $226,125 for the second Measurement Period, $234,039 for the third Measurement Period, $242,231 for the fourth Measurement Period and $250,709 for the fifth Measurement Period). To the extent that an Earn-Out Payment is earned, Earn-Out Payments shall be payable as promptly as possible following agreement of the parties as to the amount of the Earn-Out Payment to be made, and not later than sixty (60) days after the applicable Subsequent Installment Date and may be paid: (a) in a number of whole shares of FCBI Common Stock which shall have an aggregate value equal to the amount entitled to be paid hereunder, based on the Average Share Price, plus cash in lieu of any fractional share interest, provided, however, that if the Average Share Price as so determined is less than the Average Share Price determined in connection with the Closing Date, or the previous Subsequent Installment Date, as the case may be, then notwithstanding the foregoing, FCBI shall have the right to make such payment in cash (b) in cash, or (c) by receipt of an option to acquire FCBI Common Stock, with the number of shares of FCBI Common Stock subject to options to be determined by dividing the aggregate consideration due to be paid hereunder by the Purchaser Fair Value. Each Stockholder shall be required to provide written notice of his or her Payment Election to FCBI not less than 60 days prior to the Sellers and, following execution date of the Distribution Agreements, each Specified Holder, Other Holder and Cashed required payment. The Stockholders’ entitlement to receive an Earn-Out Holder, as applicable, pursuant Payment not later than sixty (60) days after an applicable Subsequent Installment Date shall be subject to and the satisfaction of the condition set forth in accordance with Section 7.12; plus(A) below. (ji) The Stockholders shall be entitled to receive an Earn-Out Payment only to the Additional Atlas Amount; plusextent that GIG shall have achieved EBT targets of at least $330,000 for 2007, $690,000 for 2008, $1,100,000 for 2009, $1,600,000 for 2010 and $2,200,000 for 2011 (the “EBT Targets”). (kii) If actual EBT of GIG for any year as to which there is an EBT Target is less than the Additional Fortress Amount.EBT Target for such year, the applicable Earn-Out Payment shall be reduced according to the following formula: