Contingent Merger Consideration definition

Contingent Merger Consideration shall have the meaning set forth in Section 1.9.

Contingent Merger Consideration means an amount equal to CMC in the formula J-K CMC = [ 6(H-I) --- ] + N X-X where: H = the aggregate Net Adjusted Pretax Income of all members of the Xxxxxxxx Group for 1999, but H shall not be less than I or more than I plus $3,000,000. I = the aggregate Base 1999 Net Adjusted Pretax Income for all members of the Xxxxxxxx Group; J = the Company's Net Adjusted Pretax Income for 1999, but J shall not be less than K; K = the Company's Base 1999 Net Adjusted Pretax Income; L = the aggregate Net Adjusted Pretax Income for 1999 of all Qualifying Members; and M = the aggregate Base 1999 Net Adjusted Pretax Income of all Qualifying Members. N = the amount, if any, of the Special-Hail Damage Reserve existing at March 31, 2000.

Contingent Merger Consideration is defined in Section 2.1(b).

Examples of Contingent Merger Consideration in a sentence

• CCC, the Company and each Shareholder hereby agree that the covenants set forth in this Article 11 are a material and substantial part of the transactions contemplated by this Agreement, and that no portion of the Base Merger Consideration or the Contingent Merger Consideration shall be paid for or allocated to the covenants set forth in this Article 11.

• In addition, it is understood and agreed that CCC shall be solely responsible to pay to FMI Corporation a fee equal to 3% of the Base Merger Consideration plus the Contingent Merger Consideration paid pursuant to this Agreement and Xxxx XxXxxxxx professional fees equal to $250,000, and the parties set forth on SCHEDULE 13.7 hereof shall be solely responsible to pay Xxxx XxXxxxxx an amount previously agreed to by the parties for professional fees.

• As soon as possible, and in any event within 120 days after December 31, 1999, Lithia shall cause its auditors to prepare a balance sheet and income statement for the Company as of December 31, 1999 and for the year then ended and shall calculate the Adjusted Net Worth, Net Adjusted Pretax Income and Contingent Merger Consideration on the basis thereof.

• Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date.

• At the election of the Shareholders, any of the foregoing fees contemplated under this SECTION 13.7 payable by them will be paid by CCC or the Company and not the Shareholders, provided that the aggregate amount of the Base Merger Consideration is reduced by the amount of such expenses with any such reduction to have no effect on the calculation of the Group Actual Earn Out EBIT or the payment of the Contingent Merger Consideration.

More Definitions of Contingent Merger Consideration

Contingent Merger Consideration means (i) Initial Earnout Consideration, (ii) the Second Earnout Consideration, (iii) the Third Earnout Consideration and (iv) the Final Earnout Consideration.

Contingent Merger Consideration has the meaning set forth in Section 1.8(a).

Contingent Merger Consideration means eight (8) times the amount of additional percentage service fee revenue guaranteed to SCN by the OSMC Stockholders on account of the Hospital JV.

Contingent Merger Consideration means the Contingent Purchase Price, plus (a) [*], minus (b)[*].

Contingent Merger Consideration means the consideration payable to the Stockholders pursuant to Sections 2.08(a) and 2.08(b). "Counsel for the Company and the Stockholders" means Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx & Kuh, LLP.

Contingent Merger Consideration means the amounts, if any, from time to time required to be distributed to the Eligible Recipients pursuant to Section 3.02 hereof.

Contingent Merger Consideration means, collectively, the First Level Trading Price Consideration, the Second Level Trading Price Consideration and Third Level Trading Price Consideration