Aggregate Contingent Consideration definition
Examples of Aggregate Contingent Consideration in a sentence
The Members acknowledge and agree that the Membership Common Units representing the Aggregate Contingent Consideration have been issued and are being held by the Company and that such Membership Common Units will be treated in the same manner as any other outstanding Membership Common Units.
Subsequent transfers by any such transferee of the right to receive a portion of the Aggregate Contingent Consideration shall also be made pursuant to, and in accordance with, all of the provisions of this Section 4.3(b) to the same extent as if each such transferee were a Stockholder.
ABI shall have no liability of any kind whatsoever to the Stockholder Representatives, any Stockholder, any transferee of any Stockholder or any other person in connection with any portion of the Aggregate Contingent Consideration paid by ABI pursuant to, and in accordance with, the provisions of this Section 4.3(c).
Any Aggregate Contingent Consideration Payments not paid when due under this Agreement shall bear interest at an annual rate equal to the prime rate established by the Wall Street Journal as of the date such amount is due until the date such amount is paid in full.
If at any time the Surviving Corporation or LeukoSite is required to make indemnification payments to persons who were directors, officers or employees of the Company at or prior to the Effective Time pursuant to this Section 9.14, then LeukoSite shall have the right to offset against any Aggregate Contingent Consideration Payment all or any portion of such indemnification payments.
In addition, no portion of the Aggregate Contingent Consideration payable to holders of unsurrendered Certificates shall be paid to such holders until such holders surrender such Certificates or otherwise comply with Section 4.5 hereof.