Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Holdings is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Holdings in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Holdings’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. The "Deferred Consideration" payable to Shareholders shall be subject to reduction as provided in Section 9.3 of this Agreement. If NBC incurs any Damages as described in Section 9.1, NBC shall have the right to set-off any such amounts against the Deferred Consideration as described in Section 9.3 in addition to any other remedies to which it may be entitled. As of the Closing, the Deferred Consideration shall be deposited into an interest bearing trust account with First Bank, N.A., Lincoln, Nebraska, subject to the terms and conditions of the Escrow Agreement attached to the Agreement as Exhibit A.
Deferred Consideration. The Sellers shall be entitled to deferred consideration (the "Deferred Consideration") as set forth below, payable as provided in Section 2.9:
Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Chloe is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Chloe in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Chloe’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. At the Closing, Buyer shall pay to First American Bank, SSB of Bryan, Texas (the "Final Escrow Agent") the sum of One Million Three Hundred Twenty Thousand Dollars ($1,320,000) (the "Deferred Consideration") to be held in an interest bearing account of Sellers' choosing and payable pursuant to the terms of this Agreement and the Escrow Agreement attached hereto as Exhibit B.
Deferred Consideration. (a) Upon the sale by ABUK of the Gloucester Site in accordance with Section 12.6 the Purchaser shall pay to the Seller by way of one irrevocable bank transfer confirmed by the issuing bank to such account as the Seller shall have specified to the Purchaser an amount equal to the Deferred Consideration (as defined below) minus the Gloucester Tax Burden.
Deferred Consideration. 7.1 As further consideration for the sale of the Shares, the Purchaser shall (subject to the terms of this deed) pay to the Seller an amount calculated in accordance with the formula set out below, provided that if the amount is negative it shall be deemed to be nil (the Deferred Consideration). Where A = the number of the Shares sold by the Seller pursuant to this deed; B = the aggregate of all the issued shares in the capital of the Company acquired by the Third Party Buyer pursuant to clause 6 (the Relevant Shares); C = the aggregate purchase price paid by the Third Party Buyer in respect of the Relevant Shares; and D = US$52,000,000.
Deferred Consideration. In consideration of the sale by Shiprock Holdings to Zealand of the Shiprock Holdings Shares under Clause 5.1, Zealand and its Affiliates (excluding Betacure) shall be jointly and severally liable to pay to Shiprock Holdings as deferred consideration (“Deferred Consideration”) the following amounts:
Deferred Consideration. 6.1 If, on the Second Completion Date the aggregate of: (i) the Sold Amount; and (ii) the Stock Price multiplied by the total number of remaining Consideration Shares (if any) held by the Vendors on the Second Completion Date, is less than the aggregate of (i) the First Completion Amount; and (ii) the Second Completion Amount, NewLead shall issue such number of Second Consideration Shares to the Vendors as may be determined by NewLead on the basis of the following calculation: (A – B – C)
Deferred Consideration. 4.1 Subject to the following provisions of this clause AMERSHAM agrees to pay PHYTERA, Inc deferred consideration as follows:-
