Contingent Consideration definition

Contingent Consideration has the meaning set forth in Section 1.6.

Contingent Consideration means up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and Parent Warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares, issuable in accordance with the terms as set forth in Section 2.4. For the avoidance of doubt, at any time that Contingent Consideration is issuable hereunder, each one Parent Class A Ordinary Share shall be issued with one Parent Warrant, which Parent Class A Ordinary Share and Parent Warrant together shall have an agreed value of €10.73.

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

Examples of Contingent Consideration in a sentence

• The aggregate number of Parent Class A Ordinary Shares and Parent Warrants earnable as Project Contingent Consideration with respect to each project with a Qualifying Counterparty shall be equal to the quotient of (i) twenty percent (20%) of the Net Present Value of the Power Purchase Agreement divided by (ii) €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one Parent Warrant.

• Parent and the HL Representative shall in good faith attempt to resolve any dispute and amend the aggregate Project Contingent Consideration to the extent necessary to reflect the resolution of the dispute.

• In consideration of the sale and transfer of the Company Class A Shares to Parent, on the Closing Date, upon surrender by a Contingent Consideration Shareholder to Parent of the certificate or certificates (if any) representing the Company Class A Shares, each such Contingent Consideration Shareholder shall be entitled to receive its Pro Rata Portion of Contingent Consideration in accordance with the terms of Section 2.4.

• The aggregate Contingent Consideration issuable hereunder shall not exceed 1,137,000 Parent Class A Ordinary Shares and 1,137,000 Parent Warrants, which the Parties agree represents an aggregate of €61 million of Net Present Value of Power Purchase Agreements.

• For the avoidance of doubt, the receipt of any portion of the Contingent Consideration shall be treated and reported for income tax purposes as being received as additional merger consideration as part of the “reorganization” in accordance with the Code.

More Definitions of Contingent Consideration

Contingent Consideration has the meaning set forth in Section 2.8.

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

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.

Contingent Consideration has the meaning specified in Section 3.1(a).

Contingent Consideration has the meaning given to it in paragraph 1 of Part A of Schedule 5 (Contingent Consideration);

Contingent Consideration means any of the Milestone Payments;

Contingent Consideration shall have the meaning set forth in Section 10.2(a) herein.