Contingent Consideration definition

Contingent Consideration has the meaning set forth in Section 1.6.

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Contingent Consideration shall have the meaning set forth in Section 2.5.

Contingent Consideration means consideration payable with respect to a Covered Transaction after the closing of such Covered Transaction to the Company and/or its stockholders, the receipt of which is contingent upon the passage of time or the occurrence or non-occurrence of some future event(s) or circumstance(s), including, without limitation, amounts of consideration paid at a subsequent closing, and amounts of consideration subject to an escrow, a purchase price adjustment, an earn-out or indemnity claims.

Examples of Contingent Consideration in a sentence

• Following the Closing, except as provided in the following sentence, Purchaser shall have the sole discretion with regard to all matters relating to the operation of the Business (including with respect to pricing, business plans, budgets, continuation or noncontinuation of products and services or otherwise) and none of Purchaser nor any of its Affiliates will have any fiduciary duty or other obligation whatsoever to act in any manner in an attempt to maximize the Contingent Consideration.

• The Contingent Consideration Certificate shall be accompanied by reasonable backup documentation relating to the calculations therein, including each component thereof.

• Any such payment of Contingent Consideration shall be made in cash within five (5) Business Days of the applicable TPG Exit Event and paid by wire transfer of immediately available funds to an account designated by the Seller.

• Following the Closing, Purchaser will pay, or cause to be paid, to Seller, the Contingent Consideration, if any, upon a TPG Exit Event, which amount shall be treated as additional purchase price for Tax purposes, unless otherwise required by applicable Tax Law.

• For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or otherwise, in no event will the aggregate Contingent Consideration payable by Purchaser or its designees pursuant to this Section 2.14 exceed $125,000,000.

More Definitions of Contingent Consideration

Contingent Consideration has the meaning set forth in Section 2.3(a).

Contingent Consideration shall have the meaning given to such term in Section 3.3.

Contingent Consideration has the meaning set forth in Section 3.6.

Contingent Consideration has the meaning set forth in Section 2.13(b).

Contingent Consideration is defined in SECTION 2.1.

Contingent Consideration means any of the Milestone Payments;

Contingent Consideration means the sum of any cash and the Fair Market Value of any securities to be received by the Company or the Securityholders after the Closing of a Merger Transaction, the receipt of which is contingent upon the passage of time or the occurrence or non-occurrence of some future events, circumstances and/or conditions, including, without limitation, amounts of consideration paid at a subsequent closing, milestone payments, royalties, and earn-outs and amounts of consideration subject to escrows, or purchase price adjustments (such passage of time, events, circumstances and conditions, the “Conditions”).