Tranche 2 Consideration definition
Examples of Tranche 2 Consideration in a sentence
The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration”.
The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Sections 2.02(c) and 2.02(d).
Furthermore, the Purchaser shall be entitled to deduct and withhold from any Tranche 1 Consideration payable to the Management Sellers and/or Tranche 2 Consideration any such amounts for Tax obligations as may be required by law.
The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration.” The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Section 2.02(e).
Notwithstanding the requirements of this provision, no Tranche 2 Consideration shall be payable until the Purchaser has received from the Sellers banking details.
As an inducement to cause the Sellers to enter into this Agreement, the Guarantor guarantees, as primary obligor, the payment obligations of Purchaser as and when the same fall due for payment under this Agreement including, without limitation, the payment of the Tranche 1 Consideration and Tranche 2 Consideration (including redemption of the Series A Loan Notes).
Any unpaid Tranche 2 Consideration earned by the Management Sellers shall be available to the Purchaser to the extent and satisfaction of any Claim (as defined in Schedule 5) during the Hold Back Period (“Hold Back Amount”).
All amounts paid to the Sellers under this Agreement (including both the Tranche 1 Consideration and the Tranche 2 Consideration) shall be apportioned between the Sellers on a pro-rata basis relative to each Sellers’ percentage ownership of Equity Interest prior to Closing as set out in Schedule 2 and shall only be payable upon receipt of each Seller’s banking details by the Purchaser.
All amounts paid to the Sellers under this Agreement (including both the Tranche 1 Consideration and the Tranche 2 Consideration) shall be apportioned between the Sellers in accordance with the Schedule 1 attached hereto, which each Seller acknowledges and agrees represents the final pro-rata portion of the Total Consideration payable to each such Seller pursuant to the terms hereof.
The Held-Back Purchaser Cash Contribution shall be payable only if and to the extent and at the same time that the Purchaser is required to pay to the Management Sellers the amount of Tranche 2 Consideration so held back.