Additional Consideration Amount definition

Additional Consideration Amount means the Liquidity Release Amount.

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Additional Consideration Amount means an amount of cash in U.S. Dollars equal to the greater of (a) the Additional Consideration Minimum Amount; or (b) an amount (the “Additional Consideration Base Amount”) equal to five (5) times the amount by which (A) the worldwide revenue recognized by the Company, Buyer or any of their respective Affiliates, without duplication, pursuant to U.S. GAAP (consistently applied) in U.S. Dollars from the sale of Nexus Products or any improvement thereof during the twelve (12) months ending on the first anniversary of the date of the Exercise Notice (excluding amounts paid as Acquisition Consideration (whether for the Acquisition as contemplated in this Agreement or an alternative structure as contemplated in Section 9.13(b)), and other amounts paid by Buyer or an Affiliate of Buyer to the Company or an Affiliate of the Company), exceeds (B) the worldwide revenue generated by the Company, Buyer or any of their respective Affiliates, without duplication, pursuant to U.S. GAAP (consistently applied) in U.S. Dollars from the sale of Nexus Products or any improvement thereof during the twelve (12) months prior to the date of the Exercise Notice (excluding amounts paid by Buyer or an Affiliate of Buyer to the Company or an Affiliate of the Company); provided, however, that neither the Additional Consideration Base Amount nor the Additional Consideration Amount shall be greater than $200,000,000.

Additional Consideration Amount means an amount of cash in U.S. Dollars equal to two and one-half (2.5) times the amount by which (A) the worldwide revenue recognized by the Company, Buyer or any of their respective Affiliates, without duplication, pursuant to U.S. GAAP (consistently applied) in U.S. Dollars from the sale of NEXUS Products or any improvement thereof during the twelve (12) months ending on the second anniversary of the date of the Exercise Notice (excluding amounts paid as Acquisition Consideration (whether for the Acquisition as contemplated in this Agreement or an alternative structure as contemplated in Section 9.13(b)), and other amounts paid by Buyer or an Affiliate of Buyer to the Company or an Affiliate of the Company), exceeds (B) the worldwide revenue generated by the Company, Buyer or any of their respective Affiliates, without duplication, pursuant to U.S. GAAP (consistently applied) in U.S. Dollars from the sale of NEXUS Products or any improvement thereof during the twelve (12) months prior to the date of the Exercise Notice (excluding amounts paid by Buyer or an Affiliate of Buyer to the Company or an Affiliate of the Company); provided, however, that the Additional Consideration Amount shall not be greater than $200,000,000.

Examples of Additional Consideration Amount in a sentence

The Securityholders shall be entitled to receive pursuant to Section 4.2(c) an amount equal to their Pro Rata Portion of the Adjusted Additional Consideration Amount.
If the Securityholder Representative does not provide Buyer with an Additional Consideration Objection Notice within such sixty (60)-day period, such Additional Consideration Statement will be final, conclusive and binding on the Parties, and the Proposed Additional Consideration Amount will be the final Additional Consideration Amount for all purposes under this Agreement.
If Buyer utilizes an Affiliate to deliver the Exercise Notice or purchase the Company Securities, Buyer shall cause such Affiliate to pay the Adjusted Additional Consideration Amount pursuant to Section 4.2. If ▇▇▇▇▇ does not deliver the Exercise Notice to the Securityholder Representative and the Company on or before the expiration of the Option Period, the Buyer Option and this Agreement shall automatically terminate and be of no further force or effect.
The Paying Agent shall distribute the Adjusted Additional Consideration Amount by initiating a bank wire transfer of immediately available funds to accounts designated in writing by the Securityholders.
Upon paying the Adjusted Additional Consideration Amount to the Paying Agent, Buyer shall have fulfilled its obligation to pay the Adjusted Additional Consideration Amount hereunder.

More Definitions of Additional Consideration Amount

Additional Consideration Amount means the amount indicated for a particular Chart Level in the furthest right column of the Tier I Chart or the Tier II Chart, as the case may be.

Additional Consideration Amount means the volume-weighted average exercise price, rounded to the nearest hundredth of a cent, of the exercise price of all outstanding Metro Stock Options and Metro Stock Warrants, multiplied by the number of shares of Metro Common Stock subject to issued, outstanding and unexercised Metro Stock Options and Metro Stock Warrants. For purposes of the above illustration, the “Additional Consideration Amount” equals approximately $11,577,510.00.

Additional Consideration Amount means an amount equal to 5% per annum of the Share Consideration Amount accruing from and including the Locked Box Date until the Closing Date;

Additional Consideration Amount means a sum determined as follows: (i) (a) Testing Period NET PROFITS (b) multiplied by 12.3 less (ii) $1,000,000.00.

Additional Consideration Amount has the meaning given in Clause 2.2;

Additional Consideration Amount has the meaning set forth in Section 2(b).

Additional Consideration Amount means an amount in cash in U.S. Dollars equal to the product of two (2) times the amount by which (a) the worldwide (excluding the European Union) aggregate, combined revenue recognized by the Company, Buyer and any Affiliates of Buyer pursuant to GAAP (consistently applied), as calculated in U.S. Dollars for the sale, license or other commercialization of the Solution during the thirty-six (36) months ending on the third anniversary of the PMA Approval Date exceeds (b) the worldwide (excluding the European Union) aggregate, combined revenue recognized by the Company, Buyer and any Affiliates of Buyer pursuant to GAAP (consistently applied), as calculated in U.S. Dollars for the sale of the Solution during the thirty-six (36) months ending on the PMA Approval Date; provided, however, that the Additional Consideration Amount shall not under any circumstances be less than $0 or exceed the Additional Consideration Cap.