Trailing Consideration Sample Clauses

Trailing Consideration. In the event that this Agreement is terminated for any reason defined in this Agreement prior to the expiration of its Initial Term, DCI shall continue to calculate Net Sales in the CF Market for a further eight (8) calendar quarters or, if this Agreement would otherwise have expired before the end of the eighth such quarter, up to the original expiration date, and shall pay CRTX [***] of such amount within ninety (90) days of the end of each calendar quarter, subject to the dispute resolution and arbitration procedures set forth in Section 17, provided, however, that quarterly payments not to exceed the average of the last two (2) quarters prior to termination, and aggregate payments shall not exceed the Revenue Split paid by CRTX in the last eight (8) quarters prior to termination.

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Trailing Consideration. Provided that CollaGenex has promoted the products beyond June30th, 2006 and has achieved Minimum Sales, Primus shall, after the termination of this Agreement for any reason other than a material breach of this Agreement by CollaGenex, pay to CollaGenex a trailing consideration (“Trailing Consideration”) in an amount equal to [**]% of the aggregated Gross Profit generated from sales of the Products [**]. One quarter of such amount (the “Quarterly Payout”) shall be paid to CollaGenex within 30 days of the end of each of the succeeding four quarters, beginning with the calendar quarter in which the date of actual termination falls. If this Agreement is terminated before 30 June, 2006 for any reason, no Trailing Consideration shall be payable.

Related Clauses

• Closing Consideration
• Total Consideration
• Stock Consideration
• Cash Consideration
• Earn-Out Consideration
• Merger Consideration
• Initial Consideration
• Transaction Consideration
• Share Consideration
• Purchase Price; Consideration

Related to Trailing Consideration

• Closing Consideration The closing consideration shall be delivered at the Closing as follows:
• Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).
• Stock Consideration 3 subsidiary. 53
• Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.
• Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.
• Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:
• Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.
• Transaction Consideration The Transaction Consideration;
• Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.
• Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.