Contingent Transaction definition
Examples of Contingent Transaction in a sentence
At the Effective Time, Parent shall deposit, or cause to be deposited, cash in an amount equal to the aggregate Transaction Expenses (other than Contingent Transaction Expenses) listed on Schedule 2.1(b) and shall direct that the Paying Agent pay the respective amounts to the Persons indicated on such schedule as soon as practicable, but in no event later than two (2) business days following the Effective Time.
Any Contingent Transaction Consideration payable hereunder in Subversive Common Shares shall be treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b), Example 2 using the 3-month test rate of interest provided for in Treasury Regulation Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period.
Notwithstanding anything to the contrary herein, to the extent any Contingent Transaction Expenses may become payable only upon payment of additional payments to the LED Supply Members in accordance with this Agreement, such amounts will not be characterized as Transaction Expenses at Closing or otherwise until, and only at such time, as such amounts become payable by the Company in accordance with their terms.
Each Earn-Out Payment, less the applicable Contingent Transaction Fees, shall be paid by Buyer to the Exchange Agent or the Surviving Corporation, as applicable, in accordance with Section 1.10(d), within sixty (60) days after the achievement of the First Anthem Milestone, Second Anthem Milestone, First Consolidated Milestone and/or Second Consolidated Milestone, as applicable.
In the event that Arden Realty Finance III, L.L.C. and Tenant do not consummate the Contingent Transaction, this Second Amendment shall be null and void.
In the event that Arden Realty Finance Partnership, L.P. and Tenant do not consummate the Contingent Transaction, this Third Amendment shall be null and void.
Other than the Contingent Transaction Expenses, there are no, and shall be no, other Company Transaction Expenses, contingent or not, payable following the Closing.
As to any such payment of Contingent Transaction Consideration payable hereunder in Subversive Common Shares to each ▇▇▇▇▇▇ Shareholder referenced in Section 2.04(a)(ii)(x) and Section 2.04(b)(iii)(x), Subversive Common Shares representing the principal component (with a value equal to the principal component) and Subversive Common Shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.
Notwithstanding anything to the contrary herein, to the extent any Contingent Transaction Expenses may become payable only upon payment of additional payments to the PURO Equityholders in accordance with this Agreement, such amounts will not be characterized as Transaction Expenses at Closing or otherwise until, and only at such time, as such amounts become payable by the Company in accordance with their terms.
The applicable Contingent Transaction Fees for each Earn-Out Payment shall be paid to the Surviving Corporation for payment to ▇▇▇▇▇▇▇▇▇ Associates LLC.