Common use of Acceleration of Earnout Payments Clause in Contracts

Acceleration of Earnout Payments. The following events, if occurring after the Closing Date, shall constitute an acceleration event (each an “Acceleration Event”); provided, however, that the merger or consolidation of the Company and Buyer with each other shall not constitute an Acceleration Event: (i) The closing of a Buyer Change of Control; (ii) The closing of a Company Change of Control if the purchaser in such transaction does not assume the obligations of Buyer under this Agreement; (iii) The Company or Buyer shall (1) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (2) be unable, or admit in writing its inability, to pay its debts generally as they mature, (3) make a general assignment for the benefit of itself or any of its creditors, (4) be dissolved or liquidated, (5) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (6) take any action for the purpose of effecting any of the foregoing; (iv) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or Buyer, or of all or a substantial part of the property of either, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or Buyer or the debts of either under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement; or (v) Buyer fails to pay any Earnout Consideration when due and payable pursuant to this Agreement and such failure continues for thirty (30) Business Days after Seller Representative notifies Buyer thereof in writing, unless such Earnout Consideration is disputed. Within thirty (30) Business Days after Buyer’s receipt of payment following the closing of a Buyer Change of Control, or within thirty (30) Business Days after the occurrence of an Acceleration Event not involving a Buyer Change of Control, Buyer shall pay to the Key Employee Equityholders then eligible to receive Earnout Consideration the following: (A) With respect to the Earnout, an amount equal to (i) $4,000,000.00 minus (ii) the value of any Earnout Consideration already paid to the Key Employee Equityholders with respect to an Earnout minus (iii) the value of any Earnout forfeited pursuant to Section 2.03(c)(ii) or Section 2.03(c)(iii) above minus (iv) the amount of the Deferred Option Consideration minus (v) the amount of any MergerTech Acceleration Amount (such amount determined pursuant to clauses (i) through (iv), prior to the subtraction of clause (v), the “Accelerated Earnout”).