Deferred Cash Consideration. To the extent that any consideration pursuant to any Partial Casa Ley Sale or Entire Casa Ley Sale includes any deferred cash consideration (including pursuant to any escrow, holdback or similar amount and including any such deferred cash consideration in connection with a Partial Casa Ley Sale or Entire Casa Ley Sale consummated prior to the Closing), each Holder of a CVR shall be entitled to and shall receive an amount with respect to such CVR equal to (x) the amount of such deferred cash consideration received by the Company or any Company Subsidiary (minus the product of (A) 39.25% and (B) the amount of such deferred cash consideration, less an allocable amount of the Company and the Company Subsidiaries’ tax basis in their Equity Interests in Casa Ley, calculated under U.S. federal income tax principles, but only to the extent, if any, that such basis was not previously taken into account in determining the amount of the payments in clauses (i), (ii) and (iii) of this Section 2.4(a)), divided by (y) the number of CVRs listed in the CVR Register as of the date of such calculation; provided that any CVR to which a Dissenting Stockholder would be entitled but for Section 2.3 of the Merger Agreement shall be deemed to be outstanding and included in the number of CVRs listed in the CVR Register for purposes of the calculation of the number of CVRs listed in the CVR Register in this Section 2.4(a)(iv)(y). Such deferred cash consideration amounts received by the Company or any Company Subsidiary shall be paid by the Company, within two (2) Business Days after its receipt thereof, directly to the Rights Agent for payment to the Holders.
Deferred Cash Consideration. To the extent that any consideration pursuant to any Partial LDI Sale or Entire LDI Sale includes any deferred cash consideration, each Holder of a CVR, who is a Holder on the date of consummation of the LDI Sale or Entire LDI Sale, shall be entitled to and shall receive an amount with respect to such CVR equal to (x) the amount of such deferred cash consideration received by the Company or any Company Subsidiary, net of income taxes, divided by (y) the number of CVRs listed in the CVR Register as of the date of such calculation. Such deferred cash consideration amounts received by the Company or any Company Subsidiary shall be paid by the Company, within five (5) Business Days after its receipt thereof, directly to the Rights Agent for payment to the Holders.
Deferred Cash Consideration. On the third (3rd) anniversary of the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter) (such date, the “Deferred Cash Payment Date”), VI shall pay, or cause to be paid, to the Distribution Agent, as agent or nominee for the VE Members, cash in the amount of One Billion, One Hundred Twenty-Four Million, Eight Hundred Sixty-Four Thousand Euros (€1,124,864,000.00) (the “Deferred Cash Consideration”), representing the product of (a) One Billion Euros (€1,000,000,000.00) (the “Pre-Interest Deferred Cash Amount”) multiplied by (b) 1.124864. The Pre-Interest Deferred Cash Amount, equal to One Billion Euros (€1,000,000,000.00), shall represent the principal amount of the Deferred Cash Consideration and the difference between the Deferred Cash Consideration and the Pre-Interest Deferred Cash Amount, equal to One Hundred Twenty-Four Million, Eight Hundred Sixty-Four Thousand Euros (€124,864,000.00), shall be the interest payable on the Pre-Interest Deferred Cash Amount. 2.7
Deferred Cash Consideration. (a) Purchaser shall withhold from the Total Purchase Price, as partial recourse for any claims for indemnification against the Sellers arising under Article VIII of this Agreement (in accordance with Section 8.2), an amount equal to Five Million Dollars ($5,000,000.00) (the “Deferred Cash Consideration”). From the Closing Date, until and unless it is paid to Sellers pursuant to clause (b) below, the Deferred Cash Consideration shall bear simple interest at a rate equal to 1.5% annually, which interest shall be payable upon payment of the Deferred Cash Consideration in accordance with Section 2.6.
Deferred Cash Consideration. No later than two (2) Business Days following the Second Closing pursuant to the Financing, CEI shall pay to Allied cash in the amount of eighty-five million dollars ($85,000,000) plus (if positive) or minus (if negative) the Deferred Adjustment Amount in immediately available funds to an account designated by Allied at least two (2) Business Days prior to the anticipated Second Closing Date (as notified to the Allied Parties by the CEI Parties) for the sale of the Second Shares pursuant to the Financing (the “Deferred Cash Consideration”).
Deferred Cash Consideration. No later than April 15, 2017, for each Seller, an amount of cash, without interest, equal to such Seller’s Pro Rata Share of the Deferred Cash Consideration, after deducting any fees, costs, payments and expenditures payable to brokers, finders, financial advisors, investment bankers or similar Persons to the extent such amount becomes payable by the Sellers in connection with the Deferred Cash Consideration.
Deferred Cash Consideration. Subject to Section 2.13(c), within five (5) Business Days after the Deferred Consideration Payment Date, Parent and the Representative shall instruct the Escrow Agent as set forth in the Escrow Agreement to pay, and the Escrow Agent shall pay, the Deferred Cash Consideration to the applicable Sellers in accordance with the Payout Spreadsheet; provided, that each applicable Seller, separate from the other applicable Sellers, shall be eligible to receive a portion of the Deferred Cash Consideration.
Deferred Cash Consideration. The Deferred Cash Consideration shall be subject to the following:
Deferred Cash Consideration. The Parties previously contemplated up to Twenty Million Dollars (USD$20,000,000) of the Closing Cash Consideration due at the Closing would be paid by the cash on hand that the Companies had at Closing. However, the Parties have subsequently determined that Serbian law prohibits the direct payment by Meridian Serbia to the Sellers of cash funds held by Meridian Serbia prior to Closing, for purposes of affecting the Acquisition. For the reasons described above, and in an effort to close the Acquisition as soon as possible, the Parties have decided to reduce the cash consideration due at the Closing from Thirty Million Dollars (USD$30,000,000) to Twelve Million Dollars (USD$12,000,000) and to defer the payment of the Deferred Cash Consideration until after the Closing as set forth below. The Deferred Cash Consideration shall be deferred, and shall be paid upon the earlier of (i) the date that the Parent (or one of its Subsidiaries) has raised funding sufficient following the Closing, on terms deemed acceptable in the reasonable good faith discretion of the independent members of the Board of Directors of the Parent, to allow for the payment of the Deferred Cash Consideration, and following such payment, that the Purchaser (and its Subsidiaries on a consolidated basis) will not be left insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business; and (ii) April 26, 2024 (as applicable, the earlier of (i) and (ii), the “Deferred Cash Consideration Due Date”).
Deferred Cash Consideration. (a) Buyer will pay to the Shareholders, as additional consideration for the purchase of the Shares, cash in an aggregate amount up to the Holdback Amount. The Holdback Amount shall be held in escrow under the Escrow Agreement and released by the Escrow Agent to the Shareholders in installments (collectively, the “Deferred Cash Consideration”) on the following dates (the “Deferred Payment Dates”), provided that, on each Deferred Payment Date, Akerib has been continually employed by Parent or a Subsidiary of Parent from the Closing Date through such Deferred Payment Date: Deferred Payment Date Deferred Cash Consideration November 23, 2017 $ 750,000 November 23, 2018 $ 750,000 November 23, 2019 $ 1,000,000
