Contingent Consideration

Contingent Consideration. Means the sum of any cash and the Fair Market Value of any securities or other property (after the payment of transaction fees and expenses, including, without limitation, payments to investment bankers and attorneys and net of any debt or other liabilities payable or otherwise assumed and deducted from the proceeds to the Company and the Securityholders in connection with a Change in Control) that would be, but for the existence of the Plan, received by the Company or the Securityholders in... respect of equity securities of the Company in connection with a Change in Control after the Closing, the receipt of which is contingent upon the passage of time or the occurrence or non-occurrence of some future event(s) or circumstance(s), including, without limitation, amounts of consideration paid at a subsequent closing, and amounts of consideration subject to an escrow, a purchase price adjustment, an earn-out or indemnity claims. View More

Contingent Consideration. Means the difference of one or more future Contingent Payment(s) and any Other Fees payable as a result of such Contingent Payment(s).

Contingent Consideration. That portion, if any, of the Change in Control Consideration that consists of an earn-out, escrow and/or other holdback, other than any contingent right to receive future payment that is tradeable on an active securities market or securities exchange.

Contingent Consideration. The sum of any cash and the Fair Market Value of any securities to be received by the Company or the Securityholders after the Closing of a Merger Transaction, the receipt of which is contingent upon the passage of time or the occurrence or non-occurrence of some future events, circumstances and/or conditions, including, without limitation, amounts of consideration paid at a subsequent closing, milestone payments, royalties, and earn-outs and amounts of consideration subject to escrows, or... purchase price adjustments (such passage of time, events, circumstances and conditions, the "Conditions") View More

Contingent Consideration. Shall mean the portion of the Total Consideration to be received after the date of the closing of the Change of Control Transaction, the receipt of which will be contingent upon the passage of time or the occurrence or non-occurrence of some event(s) or circumstance(s), including, without limitation, amounts of Total Consideration subject to an escrow, a purchase price adjustment, an earn-out, or indemnity claims.