First Contingent Payment definition

First Contingent Payment has the meaning set forth in Section 7.3.

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First Contingent Payment means the payment to be made to Seller as calculated under and pursuant to Schedule 2.8(a) and due following the First Measurement Period.

First Contingent Payment means, on the First Contingent Payment Measurement Date, an amount equal to the difference of (a) the product of (i) the Contingent Payment Adjusted EBITDA Multiple, determined at the First Contingent Payment Measurement Date, multiplied by (ii) the trailing twelve months Adjusted EBITDA of the Surviving Corporation for the First Contingent Period, and less (b) $45,000,000.

Examples of First Contingent Payment in a sentence

The First Contingent Payment and the Second Contingent Payment shall not possess any attributes of capital stock and shall not entitle the Members to any rights of any kind other than as specifically set forth herein.
Upon the later of (a) the date of termination of the Earnout Period and (b) the date on which Buyer pays to Seller the First Contingent Payment, Second Contingent Payment, and Third Contingent Payment if such payment is required pursuant to Section 4.01, any and all restrictions on transfer of the Purchased Assets set forth in this Agreement shall become void and unenforceable.
The First Contingent Payment, if any, shall be allocated pro rata among the Individual Sellers based on their respective percentage ownership of the Company Shares set forth in the Disclosure Schedule.
The Purchaser shall make the Initial Payment, the First Contingent Payment and the Third Contingent Payment by issuing to the Company that number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (i) the amount of the respective payment by (ii) either the Reference Market Value on the date of the Option Exercise Notice, in the case of the Initial Payment, or the Reference Market Value on the date that the milestone is achieved, in the case of the Contingent Payments.
If cumulative Opt-Out Costs and Indemnification Costs do not exceed Seven Million Dollars and No Cents ($7,000,000.00) as of the First Contingent Payment Determination Date, then the First Contingent Payment due, if any, shall be determined pursuant to the table immediately above.

More Definitions of First Contingent Payment

First Contingent Payment means an amount based on 2006 EBITDA determined according to the table and principles set forth in Schedule 2.6; provided that in no event will the First Contingent payment be less than $2,000,000.

First Contingent Payment has the meaning set forth in Section 4.01(a)(ii).

First Contingent Payment. SCP" means "Second Contingent Payment". - "PBT" means "Profit Before Tax". - "RDP" means "Residual Downpayment". - "EBIT" means "Earnings Before Interest and Taxes".

First Contingent Payment means, if the New Send EBITDA for the 12 month period beginning on the first day of the calendar month immediately following the Closing Date equals at least $500,000.00, the sum of (a) the amount, but not more than $1,000,000.00, by which the New Send EBITDA exceeds $500,000.00 and (b) 65% of the amount by which the New Send EBITDA for such period exceeds $1,500,000.00, but in no event shall the First Contingent Payment be greater than $2,500,000.00.

First Contingent Payment means, if the NEWCO EBITDA for the 12 month period beginning on the first day of the calendar month immediately following the Closing Date equals at least $1,500,000, the sum of (a) the amount, but not more than $1,500,000, by which the NEWCO EBITDA for such period exceeds $1,500,000 and (b) 50% of the amount by which the NEWCO EBITDA for such period exceeds $3,000,000, but in no event shall the First Contingent Payment be greater than $4,000,000.

First Contingent Payment means an amount equal to the product of (A) the applicable percentage determined pursuant to Section 2.6(d)(ii)(B) above and (B) the aggregate Acquired Business Revenue for the first twelve full Quarterly Measurement Periods following the Closing Date.

First Contingent Payment means (A) an amount equal to the remainder, if any, of the amount set forth in the “First Base Payment Amount” column of the table below opposite the amount in the “First Measurement Period Adjusted Net Revenues” column of such table that accurately describes the Adjusted Net Revenues for the First Measurement Period minus (B) the First Contingent Payment Expenses Amount. First Measurement Period Adjusted Net Revenues First Base Payment Amount First Measurement Period Adjusted Net Revenues are greater than $24,000,000.00 and less than $32,000,000.00 $0, plus the product of (i) $5,000,000.00 multiplied by (ii) a fraction, the numerator of which is (a) the amount by which First Measurement Period Adjusted Net Revenues exceeds $24,000,000.00 and (b) the denominator of which is $8,000,000.00 First Measurement Period Adjusted Net Revenues are greater than $32,000,000.00 and less than $48,000,000.00 $5,000,000.00, plus the product of (i) $5,000,000.00 multiplied by (ii) a fraction, the numerator of which is (a) the amount by which First Measurement Period Adjusted Net Revenues exceeds $32,000,000.00 and (b) the denominator of which is $16,000,000.00 First Measurement Period Adjusted Net Revenues are equal to or greater than $48,000,000.00 $ 10,000,000.00