Acceleration of Earn-Out Payments. In the event that any Triggering Transaction (as defined below) shall occur during the Earn-out Period, the Buyer shall pay to the Parent at the closing of such Triggering Transaction an amount equal to 25% of the Net Proceeds (as defined below). The amount of such Net Proceeds payable to the Parent under this Section 2.5 shall not be greater than an amount equal to the Maximum Earn-out Payment less the amount of all Earn-out Payments made to the Parent as of such date. "Net Proceeds," as used in this Section 2.5(g) shall mean the consideration received by the Buyer Parties in connection with a Triggering Transaction less the sum of all (i) outstanding principal and interest payable thereon as of the date of the closing of any such Triggering Transaction by the Buyer Parties on account of any indebtedness for money borrowed by the Buyer solely in connection with paying the Purchase Price or borrowings incurred with the written consent of the Parent, (ii) Taxes incurred by the Buyer Parties (or shareholders of such Buyer Party in the event that the Buyer Parties have paid no tax in connection with such Triggering Transaction) as a result of the receipt of the consideration in any such Triggering Transaction and (iii) in the case of clause (iv) below, all Liabilities of the Business incurred in the ordinary course of business paid or otherwise satisfied on the closing of a Triggering Transaction. The Buyer shall give prior written notice to the Parent as soon as is practicable prior to the implementation of such Triggering Transaction describing such Triggering Transaction in reasonable detail. Prior to making such disclosure, the Buyer may, if reasonable under the circumstances, require the Parent to sign a non-disclosure and confidentiality agreement of reasonable substance and scope in light of the circumstances. In the event of a Triggering Transaction, the Buyer shall make adequate provision in the definitive documentation with respect to such Triggering Transaction, or such other arrangement satisfactory to the Parent, that any payments due to the Parent under this Section 2.5(g) shall be paid at the closing of such Triggering Transaction. Upon the Parent's receipt of any amounts due under this Section 2.5(g), the obligations of the Buyer under this Section 2.5 shall cease and be of no further force or effect. The following shall be a "Triggering Transaction":
Acceleration of Earn-Out Payments. If the Buyer completes a sale or transfer of the Company or the Group to a third Person during the EBITDA Earn Out Period, the Forecast Revenue Earn Out Period or the Outperformance Revenue Earn Out Period, including any sale or transfer of the Group’s material assets, then (a) the maximum Earn Out Payments achievable under any of the EBITDA Earn Out (if the sale or transfer occurs within the EBITDA Earn Out Period) and the Forecast Revenue Earn Out (if the sale or transfer occurs within the the EBITDA Earn Out Period or the Forecast Earn Out Period) shall be accelerated, less the aggregate amount of any payment previously made under the applicable Earn Out, and become due and payable to the Sellers’ Bank Account no later than 10 Business Days after the Sellers’ Representative’s Notice to the Buyer to this effect and (b) specifically with regard to the Outperformance Revenue Earn Out, the Buyer undertakes to procure that such third Person purchaser shall assume any and all obligations of the Buyer under this Agreement with respect to the Outperformance Revenue Earn Out. This clause 6.9 shall be the sole remedy of the Sellers with respect to a sale or transfer of the Company or the Group during the Outperformance Revenue Earn Out Period.
Acceleration of Earn-Out Payments. Section 2.15 of the Agreement is hereby amended and restated in its entirety to read as follows:
Acceleration of Earn-Out Payments. Notwithstanding the provisions of Section 2.3, in the event of any of the following events prior to the date that is the fourth (4th) anniversary of the Closing Date: (a) occurrence of any Sale Transaction, or (b) any decision by or on behalf of the Company to seek protection from its creditors under applicable bankruptcy or similar laws (“Acceleration Event”), then any unpaid annual installments of: (i) the Per Share Cash Payment; (ii) the Per Share 0000 Xxxx-Xxx Payment, if any; or (iii) the Per Share Stock Payment shall be paid within five (5) business days after the occurrence of the Acceleration Event. If the 2015 Earn-Out Payment is made pursuant to this Section 2.15, it shall be calculated in accordance with Section 2.2(a) provided that if the Acceleration Event occurs prior to the date where calculations can be made with respect to the 0000 Xxxx-Xxx Payment, then the 2015 Earn-Out Payment shall be the maximum 2015 Earn-Out Payment which could otherwise have been achieved.
Acceleration of Earn-Out Payments. (i) If a Major Transaction occurs during the Earn-Out Period, then the Buyer (or the purchasing or succeeding entity in such Acquisition) shall pay to the Seller an amount equal to $3,600,000 less the total Earn-Out Payments previously paid to the Seller, within 90 days after the consummation of the Major Transaction. For purposes of this Agreement, “Major Transaction” means (a) the sale or exclusive license of all or substantially all of the Parent’s, the Buyer’s or any of the Companies’ assets to any Person, (b) any Person who on the Closing Date does not own beneficially at least a majority of the voting securities of the Parent hereafter becomes the beneficial owner (whether by way of a sale or transfer of stock, merger, consolidation or otherwise) of at least a majority of the voting securities of the Parent, (or the surviving entity in the event of a merger or consolidation of the Parent), (c) any Person who on the Closing Date does not own beneficially at least a majority of the voting securities of the Buyer or any of the Companies hereafter becomes the beneficial owner (whether by way of a sale or transfer of stock, merger, consolidation or otherwise) of at least a majority of the voting securities of the Buyer or any of the Companies (or the surviving entity in the event of a merger or consolidation of the Buyer or any of the Companies with another Person), or (d) the liquidation or dissolution of, or the filing of a petition in bankruptcy or other debtor relief laws (whether voluntary or involuntary) with respect to, the Parent, the Buyer or any of the Companies.
Acceleration of Earn-Out Payments. In the event of a Change of Control of Parent or Buyer, the maximum amount of the Earn-Out Payment ($100,000.00) for each remaining Calculation Period shall be deemed to have been earned and shall be paid to Seller no later than five Business Days following the date of the Change of Control.
Acceleration of Earn-Out Payments. Notwithstanding anything to the contrary herein, in the event that any of the following events occur, the maximum amount of each Earn-out Payment that has not yet been satisfied or deemed to have been satisfied shall be immediately due and payable: (i) Parent or the Surviving Corporation commences any proceeding in bankruptcy or for dissolution, liquidation, winding-up, or other relief under state or federal bankruptcy laws; (ii) any such proceeding is commenced against Parent or the Surviving Corporation or a receiver or trustee is appointed for Parent or the Surviving Corporation or a substantial part of its respective property, and such proceeding or appointment is not dismissed or discharged within thirty (30) days after its commencement; (iii) Parent or the Surviving Corporation (x) makes an assignment for the benefit of creditors, or (y) petitions or applies to any tribunal for the appointment of a custodian, receiver or trustee for all or substantially all of its Assets or (z) has a receiver, custodian or trustee appointed for all or substantially all of its Assets and such receiver, custodian or trustee is not discharged within thirty (30) days thereafter; or (iv) Parent or the Surviving Corporation is unable to, or admits its inability to, pay its debts when they become due.
Acceleration of Earn-Out Payments. Upon the occurrence of an Acceleration Event (as defined below), the Seller Representative may elect to accelerate the Earn-Out Payments (an “Earn-Out Acceleration”) and in connection therewith receive an amount determined in accordance with the provisions of Schedule 2, attached hereto; provided, however, that the Seller Representative may not elect to accelerate any portion of the Earn-Out Payment with respect to any Earn-Out Period which has concluded prior to the occurrence of the Acceleration Event. The Seller Representative will have a period of sixty (60) days following the occurrence of the Acceleration Event (the “Earn-Out Acceleration Period”) to elect an Earn-Out Acceleration by delivering written notice of such election to the Buyer (an “Earn-Out Acceleration Notice”). In the event an Earn-Out Acceleration Notice has not been delivered prior to the conclusion of the Earn-Out Acceleration Period, Seller Representative, on behalf of the Sellers, will be deemed to NAI- 1516168830v14
Acceleration of Earn-Out Payments. Notwithstanding the provisions of Section 2.3, in the event of any of the following events prior to the date that is the fourth (4th) anniversary of the Closing Date: (a) occurrence of any Sale Transaction, or (b) any decision by or on behalf of the Company to seek protection from its creditors under applicable bankruptcy or similar laws (“Acceleration Event”), then all Earn-Out Payments not yet otherwise due and payable shall be paid within five (5) business days after the occurrence of the Acceleration Event. All Earn-Out Payments made pursuant to this Section 2.15 shall be calculated in accordance with Section 2.1 provided that if the Acceleration Event occurs prior to the date where calculations can be made with respect to any Earn-Out Payment, then the Earn-Out Payment or Earn-Out Payments for those periods shall be the maximum Earn-Out Payment or Earn-Out Payments which could otherwise have been achieved.
Acceleration of Earn-Out Payments. Except as set forth in Section 2.7(e), upon the occurrence of an Acceleration Event, Buyer will pay to Earn-Out Recipients in accordance with the Earn-Out Allocations, within thirty (30) days of such Acceleration Event, an amount equal to $10,000,000 less the Earn-Out Payments made to date, whether or not the milestones associated with the Earn-Out Payments have been achieved. For purposes hereof, an “Acceleration Event” shall mean (i) the termination of the employment of either Rxxx Xxxxxxxxx or Sxxxx Xxxxxxxxx by Buyer (or any subsidiary or other affiliate of Buyer) without “Cause” or the resignation of either Rxxx Xxxxxxxxx or Sxxxx Xxxxxxxxx of employment with Buyer (or any subsidiary or other affiliate of Buyer) with “Good Reason”, as such terms are defined in the respective Employment Agreements or (ii) the occurrence of breach of the Customer Covenant.
