Contingent Consideration Period definition

Contingent Consideration Period shall have the meaning set forth in Section 1.16(a) of this Agreement.
Sample 1
Contingent Consideration Period means the period commencing on the Closing and ending on (i) the five- year anniversary of the Closing with respect to a Triggering Event I, (ii) the seven-year anniversary of the Closing with respect to a Triggering Event II and (iii) the ten-year anniversary of the Closing with respect to a Triggering Event III.
Sample 1
Contingent Consideration Period and “Contingent Consideration Periods” shall have the meaning set forth in Section 2.4(a).
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Examples of Contingent Consideration Period in a sentence

  • The aggregate Contingent Consideration payable over the Contingent Consideration Period (defined below) is capped at two million dollars ($2,000,000.00) (the “Contingent Consideration Cap”).

  • If the Seller fails to achieve the Forecasted EBITDA, then the Contingent Consideration shall be decreased by an amount equal to ten (10) times the difference between (i) the Forecasted EBITDA and (ii) the EBITDA of Seller during the Contingent Consideration Period reflecting Seller’s actual performance.

  • Within 30 days of after the period commencing on the Closing and ending on December 31, 2022 (such period, a “Conting ent C onsideration Period”), Buyer will cause to be prepared and delivered to Seller a certificate (the “Buyer’s Profit Statement”) setting forth the Net Profit for the Contingent Consideration Period and the amount of the Contingent Consideration due and payable by Buyer to Seller pursuant to this Agreement.

  • Within 30 days after the end of each calendar year during the Contingent Consideration Period, Buyer shall cause the Acquired Company to provide to provide an interim calculation of the Contingent Consideration as of the end of such calendar year.

  • Within ninety (90) days after the end of each fiscal year during the Contingent Consideration Period, Buyer shall prepare and deliver the calculation of the amount of the Contingent Consideration for such fiscal year, if any, along with reasonable detail to allow the Seller to review and verify the same.

  • If all or substantially all of the Business or the Acquired company is sold to a third party before the expiration of the Contingent Consideration Period, Buyer shall, or shall cause the Acquired Company to, pay to Seller fifty percent (50%) of the cash available for distribution to the holders of the equity interests of the Acquired Company or of Buyer as a direct or indirect result of such sale.

  • The Contingent Consideration Shares that are not earned on or before the expiration of the Contingent Consideration Period shall be automatically forfeited and cancelled.

  • For the avoidance of doubt, and by way of example, if the sales of the products utilizing the Purchased Assets by Buyer fails to exceed $2,000,000 for any year during the Contingent Consideration Period, there will be no Contingent Consideration payable to Seller by Buyer for that year.

  • In any year during the Contingent Consideration Period in which the sales of the products of Buyer utilizing the Purchased Assets exceeds $2,000,000, there will be Contingent Consideration payable to Seller by Buyer in any such year, calculated at the rate of five percent (5%) of the amount of the Contribution Margin on sales in excess of $2,000,000 for that year.

  • Upon the consummation of any Change of Control during the Contingent Consideration Period, Adara shall have no further obligations pursuant to this Section 3.03(f).


More Definitions of Contingent Consideration Period

Contingent Consideration Period means the period beginning on Closing Date and ending on the third anniversary thereof;
Sample 1
Contingent Consideration Period means, on a country-by-country basis, the period commencing on the date that the applicable regulatory authority in such country grants Marketing Approval for a Lixivaptan Product and expiring upon the later of (a) expiration of the last Valid Claim of any Lixivaptan Patent Right in such country or (b) the expiration of the market exclusivity period(s) granted by a Governmental Body for a Lixivaptan Product in such country during which such Governmental Body will not grant Regulatory Approval of a product (i) containing the Compound or the active moiety thereof, (ii) using a Lixivaptan Product as its reference product or (iii) relying in any other manner on the regulatory data or filings for a Lixivaptan Product.
Sample 1
Contingent Consideration Period means the period of time extending from the date hereof until the date that is eighteen (18) months following the Closing Date.
Sample 1
Contingent Consideration Period means the period from Closing until December 31, 2028. “Contract” means any legally binding agreement, indenture, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, whether oral or written, and any amendments and supplements thereto, in each case excluding any Employee Plan. “Control” or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. “Current Insurance” means the current policies of insurance maintained by the Company as of the date of this Agreement. “Disclosure Schedule” means the disclosure schedule dated as of the date hereof, accompanying this Agreement and containing the Schedules referred to in this Agreement. “Dispute” has the meaning set forth in Section 2.4(b). “DOL” means the U.S. Department of Labor. “Draft Allocation Statement” shall have the meaning set forth in Section 2.6. “EBITDA” means the earnings of the Company before interest, taxes, depreciation and amortization, including, for the avoidance of doubt an allocation of external general corporate overhead of Purchaser and its Affiliates for the benefit of the Company, as determined in good faith by Purchaser, (a) excluding (i) any non-recurring items of income or expense, including, but not limited to, revenue earned from or attributable to the portion of any AUM in a Company Account that as of any date of determination has been redeemed or withdrawn, or where notice has been provided that such AUM will be redeemed or withdrawn, (ii) extraordinary gains or losses, and (iii) any Transaction expenses of the Company, Seller or Purchaser related to the Transaction, calculated in accordance with the illustrative example set forth on Exhibit D, which for the avoidance of doubt does not include payment of the Contingent Consideration Installment Amounts but (b) including that amount of intercompany charges that are mutually agreed by Purchaser and Seller following the Closing (it being understood that promptly following the six- month anniversary of the date hereof, Purchaser and Seller will confer and agree in good faith regarding the nature of benefits and services, if any, provided b...
Sample 1
Contingent Consideration Period means the twelve (12) calendar months beginning on the first full calendar month immediately after the month in which the Closing occurs.
Sample 1
Contingent Consideration Period has the meaning set forth in Section 2.2(a)(ii).
Sample 1

Related to Contingent Consideration Period

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Contingent Payment has the meaning set forth in Section 4.2 (Contingent Payments).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Contingent Payments has the meaning set forth in Section 2.02(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Contingent fee as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Period has the meaning set forth in Section 3.6(a).

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • Accrual Distribution Amount As to any Distribution Date prior to the applicable Accretion Termination Date and any Class of Accrual Certificates, an amount equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual Certificates of the Current Class A Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the applicable Accretion Termination Date, zero.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.