Deferred Consideration Amounts definition

Deferred Consideration Amounts means (a) the First Deferred Consideration Amount, and (b) the Second Deferred Consideration Amount.

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Deferred Consideration Amounts means the One Year Deferred Consideration Amount and Two Year Deferred Consideration Amount that may be payable to the shareholders of Guideline pursuant to Sections 2.3 and 2.4, respectively, of the Acquisition Agreement and the Earn Out Amounts (as defined in the TTech Asset Purchase Agreement) that may be payable to Sopheon Corporation pursuant to Section 2.2(a)(iii) of the TTech Asset Purchase Agreement.

Deferred Consideration Amounts has the meaning ascribed thereto in the ▇▇▇▇▇▇▇▇▇▇▇ Purchase Agreement as of the Closing Date.

Examples of Deferred Consideration Amounts in a sentence

• The Purchaser agrees that, until the Deferred Consideration Amounts have been paid in full to the Vendor by the Purchaser in accordance with Section 2.2(b), it shall not amend or permit the amendment of the terms of the Financings (including any Definitive Financing Documents in respect thereof) in any manner that would require consent of any person or otherwise impair in any material respect the ability of the Purchaser to pay the Deferred Consideration Amounts in accordance with the terms hereof.

• The purpose of the Original Loan shall be to finance the acquisition by Borrower of one hundred percent (100%) of the stock of Guideline Research Corporation including without limitation Deferred Consideration Amounts, as applicable, and Consideration Shares Put.

• For the avoidance of doubt, in no circumstance shall the Deferred Consideration Amounts, in aggregate, paid or payable by the Purchaser exceed $40,000,000.

• GCL and the Vendor (if not GCL) acknowledge that the Vendor ultimately may not be entitled to any further payment, beyond the Base Purchase Price, in respect of the Deferred Consideration Amounts.

• If any amount is payable in respect of any of the Deferred Consideration Amounts in accordance with Exhibit F then the Buyer shall pay the applicable Deferred Consideration Amount in cash to the Seller (on behalf of the Selling Parties) by wire transfer of immediately available funds within ten (10) Business Days following the final determination of the amount of such Deferred Consideration Amount in accordance with Exhibit F.

• The purpose of the Loan shall be to finance the acquisition by Borrower of one hundred percent (100%) of the stock of Guideline Research Corporation including without limitation Deferred Consideration Amounts and Consideration Shares Put.

More Definitions of Deferred Consideration Amounts

Deferred Consideration Amounts means the One Year Deferred Consideration Amount and Two Year Deferred Consideration Amount that may be payable to the shareholders of Guideline pursuant to Sections 2.3 and 2.4, respectively, of the Acquisition Agreement.

Deferred Consideration Amounts has the meaning given in paragraph 2.1 of this Exhibit F; “Deferred Consideration Date” means 30 April 2027; “Deferred Payment Period” means the period commencing on the Closing Date and ending on the Deferred Consideration Date; “First Deferred Consideration Amount” has the meaning given in paragraph 2.2 of this Exhibit F; “FY25” means the 2025 financial year of each member of the Target Group, being the period commencing on 1 May 2024 and ending on 30 April 2025 (inclusive); “FY25 Accounts” means the audited accounts of the Target Group for FY25; “FY25 Gross Profit” means, in relation to FY25, the Gross Profit for that period as shown in the FY25 Accounts; “FY25 Gross Profit Target” means $20,632,000; “FY26” means the 2026 financial year of each member of the Target Group, being the period commencing on 1 May 2025 and ending on 30 April 2026 (inclusive); “FY26 Accounts” means the audited accounts of the Target Group for FY26; “FY26 Gross Profit” means, in relation to FY26, the Gross Profit for that period as shown in the FY26 Accounts; “FY26 Gross Profit Target” means $36,369,000; “FY27” means the 2027 financial year of each member of the Target Group, being the period commencing on 1 May 2026 and ending on 30 April 2027 (inclusive); “FY27 Accounts” means the audited accounts of the Target Group for FY27;