Contingent Cash Payments Sample Clauses

Contingent Cash Payments. Those portions of the Contingent Cash Consideration set forth on Exhibit B attached hereto shall be released from the Contingent Payment Escrow for the benefit of the Company Unit Holders only upon the achievement of the applicable Milestones set forth on Exhibit B. The determination of whether any Milestone has been achieved shall be determined by Parent in its reasonable discretion.
Sample 1
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Contingent Cash Payments. In the event the product of the Maximum Number and the October Value is less than the aggregate amount of the Difference (this shortfall is hereinafter referred to as the "Shortfall"), then GLBN shall pay cash to each Stockholder (pro rata in proportion to their respective Difference) in an amount equal to the Shortfall; provided, however, that in no event shall GLBN be required to make aggregate cash payments pursuant to this Section 3 in excess of the Maximum Cash Amount. GLBN shall deliver the applicable cash payments to the Stockholders as promptly as practicable but in no event later than November 30, 2001.
Sample 1
Contingent Cash Payments. For each Performance Period in which the EBITDA of the Surviving Corporation is greater than $700,000, Parent shall pay, or cause the Escrow Agent to pay, to each BBT Shareholder an amount of cash determined in accordance with the following formula: CCP = S * P * E * 416,667 ------------------- 1,000,000 Where: CCP = The amount of cash payable by Parent to such BBT Shareholder with respect to such Performance Period; S = The number of Shares held by such BBT Shareholder immediately prior to the Effective Time;
Sample 1
Contingent Cash Payments. For each Performance Period in which the EBITDA of the Surviving Corporation is greater than $700,000, Parent shall pay, or cause the Escrow Agent to pay, to each BBT Shareholder an amount of cash determined in accordance with the following formula: CCP = S * P * E * 416,667 1,000,000 Where: CCP = The amount of cash payable by Parent to such BBT Shareholder with respect to such Performance Period; S = The number of Shares held by such BBT Shareholder immediately prior to the Effective Time; P = The Percentage Interest; E = The EBITDA of the Surviving Corporation for such Performance Period; PROVIDED, however, that the sum of the cash payments payable by Parent with respect to any given Performance Period shall not exceed $416,667. Any cash payment payable to a BBT Shareholder with respect to a given Performance Period shall be due within 15 days after Parent’s receipt of the Performance Period Financial Statement for such period.
Sample 1
Contingent Cash Payments. For purposes of Section 2.3(a)(iii) ------------------------ above, Contingent Cash Payments shall be made quarterly. The initial Contingent Cash Payment shall be made on March 31, 1993 (for the quarter ended December 31, 1992); provided, however, that no Contingent Cash Payments will be made unless the Consolidated Quarterly Revenues are equal to or greater than $2,000,000 (threshold shall be reduced for the quarter ended December 31, 1992 by a fraction, the numerator of which is the number of days following the Closing Date through December 31, 1992 divided by 90). For the initial $1,000,000 of contingent con sideration earned pursuant to this Agreement, shares of Contingent IMSL Stock shall be earned and distributed together with the Contingent Cash Payments on a dollar for dollar basis as earned (e.g. $500,000 of Contingent IMSL Stock and $500,000 Contingent Cash Payments). Contingent Cash Payments shall be calculated as follows: For the initial eight (8) quarters, the Contingent Cash Payment shall be an amount equal to three percent (3%) of the Consolidated Quarterly Revenues of IMSL for the preceding quarter. Thereafter, the Contingent Cash Payment shall be an amount equal to four percent (4%) of the Consolidated Quarterly Revenues of IMSL for the preceding quarter. For example, if a Contingent Cash Payment is due on September 30, the Contingent Cash Payment calcu lation shall be based on the Consolidated Quarterly Revenues for the quarter ended June 30. IMSL's obligation to make Contingent Cash Payments shall terminate when Contingent Cash Payments equal an aggregate of $2,500,000 (the "Cumulative Maximum") or on December 31, 2002, whichever occurs first. In no event shall holders of Contingent Cash Payment Rights earn Contingent Cash Payments after December 31, 2002. All Contingent Cash Payments to be made by IMSL shall be paid directly by IMSL to the holders of Contingent Cash Payment Rights unless a claim for Losses has been made pursuant to Article X and pursuant to the Escrow Agreement in the form attached hereto as Exhibit F --------- in which case Contingent Cash Payments shall be made directly from IMSL to the Escrow Agent and held pursuant to the Escrow Agreement. In the event IMSL closes an equity financing (including the sale or issuance by IMSL of (i) equity securities, (ii) securities of IMSL by their terms convertible into equity securities of IMSL, or (iii) warrants to purchase equity securities of IMSL) in which the aggregate gross p...
Sample 1
Contingent Cash Payments. 1. The Company shall pay $50,000.00 to Bass subject to the satisfaction of either of the following contingencies: (a) Xxxxx.xxx, Inc. achieves $5,000,000.00 or more in gross revenues for calendar year 2010 (which coincides with Xxxxx.xxx, Inc.’s fiscal year); or (b) Xxxxx.xxx, Inc. achieves $500,000.00 or more in profit for calendar year 2010. If applicable, said payment shall occur on or before March 1, 2011.
Sample 1

Related to Contingent Cash Payments

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Contingent Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • CONTINGENT FEE For the purposes of this Agreement, the “Contingent Fee” shall be thirty percent (30%) of the gross amount of money collected by Agency on a Referred Account of Client, which Agency is authorized to calculate on the recovered proceeds, and withhold from the money collected on any Referred Account as payment for its services under this Agreement. Pursuant to Section 3.H, above, any collection costs recovered, whether obtained in or out of court judgment shall not be included in the calculation of gross proceeds and Client shall be reimbursed first for all court costs from any recovered proceeds from the Referred Account prior to calculation of the Contingent Fee. Any interest awarded by a court or collected by Agency shall be included in the gross amount of money collected for purposes of calculating the Contingent Fee. The right of Agency to receive the Contingent Fee will apply, regardless of the collection activity conducted as of the date of payment, including whether the Referred Account has been placed with and reviewed by Agency’s attorney(s), a demand letter from the attorney has been sent or a statement of claim has been filed. Notwithstanding the foregoing, the amount of the Contingent Fee is subject to renegotiation throughout the term of the Agreement. Any changes to the amount of Contingent Fee agreed upon in this Agreement may only be modified by a written agreement signed by both Parties.

  • Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.

  • Earn-Out Payments (i) If, during the period beginning immediately after the Closing and ending on the six (6) month anniversary of the Closing Date (the “Earn-Out Period”), Buyer enters into an Earn-Out Agreement, Buyer shall pay earn-out amounts to Seller equal to one times (1.00x) the recurring revenues billed and collected by Buyer (excluding any revenues associated with or collected by Buyer for or on behalf of a third party, including in connection with any partnership arrangement set forth in the Earn-Out Agreement), in respect of the Earn-Out Agreement for the initial twelve (12) months following the first recurring revenue for such agreement being billed (such amount, the “Earn-Out Amount,” and, such period, the “Determination Period”), provided however, that in no event will the Determination Period extend past 15 months of execution of the Earn-Out Agreement. Buyer shall use good faith commercially reasonable efforts to minimize the period of time between the execution of the Earn-Out Agreement and the date on which the first recurring revenue thereunder is billed. For the avoidance of doubt, if the first recurring revenue for the Earn-Out Agreement is billed six months after the execution of the Earn-Out Agreement, Buyer shall only be entitled to the Earn-Out Amounts for nine months after recurring revenue is first billed. Notwithstanding the foregoing, Earn-Out Amounts will include recurring revenues billed within the Determination Period and collected within the period after being invoiced set forth in the Earn-Out Agreement; and Buyer shall use good faith commercial efforts to collect such recurring revenues with such period. The Earn-Out Amount will not take into account any amendment to the Earn-Out Agreement that increases recurring revenues if such amendment is entered into after the Earn-Out Period and such amendment represents an increase in scope (in terms of number of buildings and/or additional services) from the Xxxxxx Xxx RFP.

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