Calculation of Earnout Sample Clauses

Calculation of Earnout. For the purpose hereof, it is expressly agreed between the Parties that the Earnout will be calculated on the basis of the following:
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Calculation of Earnout. The Earnout Shares and the Earnout Funds shall be calculated as follows: (a) If the Company and its Subsidiaries generate Revenue during the Initial Earnout Measurement Period equal to or greater than the Initial Target Revenue, then Buyer shall: (i) issue and deliver, or cause to be delivered, to Sellers in accordance with their Pro Rata Percentage, the Initial Earnout Shares; and (ii) pay, or cause to be paid, to the Seller Parties (other than the Sellers) in accordance with their Pro Rata Percentage, the Initial Earnout Funds. (b) If the Company and its Subsidiaries generate Revenue during the Second Earnout Measurement Period equal to or greater than the Second Target Revenue, then Buyer shall: (i) issue and deliver, or cause to be delivered, to the Sellers in accordance with their Pro Rata Percentage, the Second Earnout Shares; and (ii) pay, or cause to be paid, to the Seller Parties (other than the Sellers) in accordance with their Pro Rata Percentage, the Second Earnout Funds. (c) If the Company and its Subsidiaries generate Revenue during the Final Earnout Measurement Period equal to or greater than the Final Target Revenue, then Buyer shall: (i) issue and deliver, or cause to be delivered, to the Sellers in accordance with their Pro Rata Percentage, the Final Earnout Shares; and (ii) pay, or cause to be paid, to the Seller Parties (other than the Sellers) in accordance with their Pro Rata Percentage, the Final Earnout Funds. (d) If the Company and its Subsidiaries generate Revenue during any Earnout Measurement Period less than the Target Revenue for such Earnout Measurement Period, then the Earnout Shares and the Earnout Funds for such Earnout Measurement Period will equal zero. (e) Upon the earlier to occur of (i) the cessation by Buyer of its best efforts to provide resources and otherwise assist in the achievement of the Target Revenues or (ii) the cessation by Buyer of operations in its Nexsan division or in the Business, each Seller Party (subject, in the case of each Seller Party that is not a Seller, to the prior execution and delivery of the Required Documentation by such Seller Party) shall be entitled to its Pro Rata Percentage of the Earnout Shares or the Earnout Funds, as applicable, for any Earnout Measurement Periods (other than the Final Earnout Measurement Period) which have not expired prior to such cessation. (f) Upon a Change in Control Event, each Seller Party (subject, in the case of each Seller Party that is not a Seller, to...
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Calculation of Earnout. (i) As promptly as practicable, but ---------------------- no later than 45 days after the last day of each Earnout Year in the Earnout Period, FFG will cause to be prepared and delivered to NatWest Plc a calculation of Adjusted Net Income for such Earnout Year. No later than 10 days after the delivery of such calculation of Adjusted Net Income, NatWest Plc may, with written notice to FFG, make a written request to KPMG Peat Marwick or other independent accountants of nationally recognized standing reasonably satisfactory to NatWest Plc and FFG (who shall not have any material relationship with NatWest Plc or FFG) to prepare and deliver a report verifying such calculation, using procedures agreed upon by NatWest Plc and such independent accountants with FFG's consent (which shall not be unreasonably withheld or delayed). The cost of such report shall be borne equally by NatWest Plc and FFG. The calculation of Adjusted Net Income resulting from such report (or the calculation of Adjusted Net Income delivered by FFG, if no report is requested with written notice to FFG within 10 days after the delivery of such calculation) shall be final and binding upon NatWest Plc and FFG. (ii) In connection with any report requested by NatWest Plc pursuant to paragraph (i) of this subsection (b), upon reasonable notice and subject to applicable laws relating to the exchange of information, FFG will (A) give, and will cause the Surviving Bank to give, NatWest Plc, its employees and its independent accountants access during normal business hours to the offices, properties, books and records of the Surviving Bank and to the books and records of FFG relating to the Surviving Bank, (B) furnish, and will cause the Surviving Bank to furnish, to NatWest Plc, its employees and its independent accountants such financial information and data relating to the Surviving Bank as NatWest Plc, its employees or its independent accountants may reasonably request and (C) instruct the employees of FFG and the Surviving Bank to cooperate with NatWest Plc, its employees and its independent accountants in the preparation of such report.
Sample 1
Calculation of Earnout. Upon the determination of the final EBITDA Schedule for each year ended December 2005, 2006, and 2007 (in accordance with the procedures set forth above), the Buyer shall pay or cause to be paid to the Shareholder fifty percent (50%) of the amount by which the EBITDA of the Company for such year, as reflected upon the final EBITDA Schedule for such year, exceeds Four Million Seven Hundred Thousand Dollars ($4,700,000). If the EBITDA of the Company for any such year does not exceed Four Million Seven Hundred Thousand Dollars ($4,700,000), no payment to the Shareholder will be due hereunder on account of such year. Any payment made to the Shareholder pursuant to this Section 2.2(c) shall be made within five (5) business days after determination of the final EBITDA Schedule.
Sample 1
Calculation of Earnout. The Earnout Shares shall be calculated as follows: (i) If, during calendar year 2022, Adjusted EBITDA is less than $27,000,000, then no Earnout Shares will be earned and owed. (ii) If, during calendar year 2022, Adjusted EBITDA is equal to or greater than $27,000,000, then 500,000 Earnout Shares will be earned and owed. (iii) If, during calendar year 2023, Adjusted EBITDA is less than $33,000,000, then no Earnout Shares will be earned and owed. (iv) If, during calendar year 2023, Adjusted EBITDA is equal to or greater than $33,000,000, then 500,000 Earnout Shares will be earned and owed. (v) If, during calendar year 2024, the Buyer Trading Price during the standard market trading hours (i.e., 9:30 a.m. to 4:00 p.m. New York time) of a Trading Day is not greater than or equal to $16.50 for any 20 Trading Days within any period of 30 consecutive Trading Days, then no Earnout Shares will be earned and owed. (vi) If, during calendar year 2024, the Buyer Trading Price during the standard market trading hours (i.e., 9:30 a.m. to 4:00 p.m. New York time) of a Trading Day is greater than or equal to $16.50 for any 20 Trading Days within any period of 30 consecutive Trading Days in calendar year 2024, then 1,000,000 Earnout Shares will be earned and owed.
Sample 1
Calculation of Earnout. The determination of the additional consideration, if any, to be paid pursuant to Section 3.4 shall be made pursuant to the terms and conditions set forth on Exhibit 3.5 attached hereto and pursuant to the following provisions: (a) No later than March 31, 2008 Buyer shall prepare or cause to be prepared a calculation of Adjusted EBITDA for the year ending December 31, 2007 as well as a calculation of Average EBITDA (collectively, the “EBITDA Calculations”). (b) The Company will have a period of thirty days (30) following the delivery of the Adjusted EBITDA Calculations to notify Buyer of any disagreements with the EBITDA Calculations. Any such notice shall be accompanied by supporting documentation containing reasonable detail. Failure to notify Buyer within such 30-day period shall be deemed acceptance of the Adjusted EBITDA Calculations. In the event the Company timely notifies Buyer of any disagreement, the parties agree that each of them will attempt in good faith to resolve such disagreement. If within thirty (30) days after delivery to Buyer of the notification by the Company of a disagreement, the parties are unable to resolve such disagreement, either the Company, on the one hand, or Buyer, on the other hand, shall have the right to submit the determination of such matters to the Independent Auditor whose decision shall be binding on the parties. The cost of the Independent Auditor shall be paid by the party whose aggregate estimate of the disputed amount or amounts, as the case may be, differs most greatly from the determination of the Independent Auditor. (c) Any cash payment to be made pursuant to Section 3.4 shall be paid within three (3) Business Days of the final determination of such amount by wire transfer of immediately available funds. Any such payment shall be made to such account or accounts as may be designated by the Company at least three (3) Business Days prior to the date that such payment is to be made.
Sample 1
Calculation of Earnout. Net sales and gross profit margin will be determined in accordance with (i) generally accepted accounting principles in the United States and (ii) the accounting policies and procedures used by Diodes Incorporated for the determination of its own net sales and gross profit margin for purposes of preparing its financial statements filed with the United States Securities and Exchange Commission.
Sample 1
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Calculation of Earnout. Upon the determination of the final Revenue Schedule for the Earnout Period (in accordance with the procedures set forth above), the Buyer shall pay or cause to be paid to the Shareholders fifty percent (50%) of the amount by which the Revenue of the Company for the Earnout Period, as reflected upon the final Revenue Schedule, exceeds Fifty Million Dollars ($50,000,000), up to a maximum of Sixty Million Dollars ($60,000,000). If the Revenue of the Company for the Earnout Period does not exceed Fifty Million Dollars ($50,000,000), then no payment to the Shareholders will be due hereunder. If the Revenue of the Company for the Earnout Period exceeds Sixty Million Dollars ($60,000,000), then the payment to the Shareholders shall equal Five Million Dollars ($5,000,000). Any payment made to the Shareholders pursuant to this Section 2.2(d) shall be made within five (5) business days after determination of the final Revenue Schedule.
Sample 1

Related to Calculation of Earnout

  • Calculation of Charges Contractor shall provide an invoice to the City on a monthly basis for goods delivered and/or Services completed in the immediate preceding month, unless a different schedule is set out in Appendix B, “Calculation of Charges.” Compensation shall be made for goods and/or Services identified in the invoice that the City, in his or her sole discretion, concludes has been satisfactorily performed. In no event shall the amount of this Agreement exceed [insert whole dollar amount in numbers and words -- no pennies and no “.00”]. The breakdown of charges associated with this Agreement appears in Appendix B, “Calculation of Charges.” A portion of payment may be withheld until conclusion of the Agreement if agreed to by both Parties as retainage, described in Appendix B. In no event shall City be liable for interest or late charges for any late payments. City will not honor minimum service order charges for any services covered by this Agreement.

  • Calculation of Overtime If the overtime work has been carried out before as well as after the regular working hours during a certain day, the overtime periods shall be added together. Only full half hours are included in the calculation.

  • Determination of One-Month LIBOR Pursuant to the terms of the Global Agency Agreement, the Global Agent shall calculate the Class Coupons for the applicable Classes of Notes (including MAC Notes on which the Exchange Administrator has directed the Global Agent to make payments) for each Accrual Period (after the first Accrual Period) on the applicable LIBOR Adjustment Date. U.S. dollar deposits with a maturity of one month set by ICE Benchmark Administration Limited (“ICE”) as of 11:00 a.m. (London time) on the LIBOR Adjustment Date (the “ICE Method”). ICE’s Interest Settlement Rates are currently displayed on Bloomberg L.P.’s page “BBAM.” That page, or any other page that may replace page BBAM on that service or any other service that ICE nominates as the information vendor to display the ICE’s Interest Settlement Rates for deposits in U.S. dollars, is a “Designated Page.” ICE’s Interest Settlement Rates currently are rounded to five decimal places. If ICE’s Interest Settlement Rate does not appear on the Designated Page as of 11:00 a.m. (London time) on a LIBOR Adjustment Date, or if the Designated Page is not then available, One-Month LIBOR for that date will be the most recently published Interest Settlement Rate. If ICE no longer sets an Interest Settlement Rate, Xxxxxxx Mac will designate an alternative index that has performed, or that Xxxxxxx Mac (or its agent) expects to perform, in a manner substantially similar to ICE’s Interest Settlement Rate.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Payments, Computations, Etc (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately available funds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.00% per annum above the Prime Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for the actual number of days elapsed. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Advance requested by the Borrower is not effectuated as a result of the failure to fulfill any condition under Section 3.2 (other than any condition that is waived by the Administrative Agent), as the case may be, on the date specified therefor, whichever of the Collateral Manager or the Borrower is at fault, such Person shall indemnify the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Lender to fund or maintain such Advance upon receipt by the Borrower of documentation setting forth such costs.

  • Minimum Consolidated Interest Coverage Ratio Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.25 to 1.00.

  • Calculation of Payments The State shall use the fee schedule set forth in Attachment E to the contract (Fee Schedule) in determining the value of the work performed up to the time of termination. In the case of partially completed engineering services, eligible costs will be calculated as set forth in Attachment E, Fee Schedule. The sum of the provisional overhead percentage rate for payroll additives and for general and administrative overhead costs during the years in which work was performed shall be used to calculate partial payments. Any portion of the fixed fee not previously paid in the partial payments shall not be included in the final payment.

  • INTEREST CALCULATION COSTS 10.1 As set forth in 31 CFR 205.27, interest calculation costs are defined as those costs necessary for the actual calculation of interest, including the cost of developing and maintaining clearance patterns in support of the interest calculations. Interest calculation costs do not include expenses for normal disbursing services, such as processing of checks or maintaining records for accounting and reconciliation of cash balances, or expenses for upgrading or modernizing accounting systems. Interest calculation costs in excess of $50,000 in any year are not eligible for reimbursement, unless the State provides justification with the annual report. 10.2 The State expects to incur the following types of interest calculation costs: Costs of calculating interest, including the cost of developing and maintaining clearance patterns in support of interest calculations. 10.3 The State shall submit all claims for reimbursement of interest calculation costs with its Annual Report in accordance with 31 CFR 205.

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