Deferred Consideration Amount definition
Examples of Deferred Consideration Amount in a sentence
The Company shall calculate the number of Registrable Securities issuable pursuant to the Deferred Consideration Amount multiplied by one hundred and twenty percent (120%) for the purpose of determining the number of such securities to be included in the Resale Shelf Registration Statement by using to the closing price of the Company’s common stock within five (5) days of filing the Resale Shelf Registration Statement.
The foregoing sentence shall not apply to any securities issued to shareholders of Guideline in connection with the One Year Deferred Consideration Amount or the issuance of shares of Series A Preferred Stock pursuant to the dividend requirements set forth in the Company's Certificate of Incorporation, as amended.
Such issue shall be in full satisfaction and discharge of the payment obligations of the Purchaser in respect of the Deferred Consideration Amount payable to such Senior Manager pursuant to this agreement.
If the Sellers have delivered notice of such a dispute to Purchaser within such thirty (30) day period, then Purchaser shall pay such amount of the 2007 Deferred Consideration Amount or the 2008 Deferred Consideration Amount, as applicable, that is not subject to any dispute and the parties shall work together in good faith to resolve the dispute.
Notwithstanding any provision of Sections 2.3, 2.4 and 2.5, Purchaser may, in its sole discretion, pay no more than one-third of any of the Year One Deferred Consideration Amount, the Year Two Deferred Consideration Amount or the Three Year Aggregate Deferred Consideration Amount in the form of Purchaser Common Stock based on the Average Closing Price.
The Three Year Adjusted EBITDA, the Three Year Deferred Consideration Amount, and whether the Three Year Deferred Consideration Threshold has been met shall be determined by the Chief Financial Officer of the Purchaser no later than sixty (60) days following the end of the period and notice thereof shall be delivered to the Seller within five (5) days of such determination.
For the avoidance of doubt, the Aggregate Unearned Deferred Consideration Amount cannot be less than 0.
The Cash Consideration, the Consideration Shares, the One Year Deferred Consideration Amount, if any, and the Two Year Deferred Consideration Amount, if any, shall be allocated, and to the extent required hereby payments shall be made, to or for the benefit of each of the Shareholders in the amounts and percentages set forth on SCHEDULE 2.5 hereto.
If the Seller has delivered notice of such a dispute to Purchaser within such thirty (30) day period, then Purchaser shall pay such amount of the One Year Deferred Consideration Amount, the Two Year Deferred Consideration Amount, or the Three Year Deferred Consideration Amount, as applicable, that is not subject to any dispute and the parties shall work together in good faith to resolve the dispute.
The Deferred Consideration Deduction Amount for such Deferred Consideration Period would equal $280,000: $280,000 (the maximum amount payable for such period), less $0 (the amount of One Year Deferred Consideration Amount that would have been paid if One Year Adjusted EBITDA equaled: $350,000 x 12/7 x 110% = $660,000).