Calculation of Earnout Payment Sample Clauses

Calculation of Earnout Payment. The amount of the Earnout Payment shall be determined as follows:
Sample 1
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Calculation of Earnout Payment. The payment to be made to DSM in respect of the Biologics Earnout EBITDA shall be calculated as follows (such payment, the “Earnout Payment”):
Sample 1
Calculation of Earnout Payment. Purchaser agrees to make additional payments (the "Earnout Payments" and each, an "Earnout Payment"), to Seller based on the amount of Gross Profit earned during the Earnout Years. Except as set forth in the next two succeeding sentences, the aggregate amount of Earnout Payments for all Earnout Years shall not exceed $26,500,000 (the "Earnout Maximum"). The Earnout Maximum shall not apply to Gross Profit from sales of products utilizing the Microsponge and Polytrap technologies for Industrial Applications. For purposes of determining the portion of an Earnout Payment attributable to Gross Profit from sales of products utilizing the Microsponge and Polytrap technologies for Industrial Applications, the percentage of the Earnout Payment treated as paid with respect to such Gross Profit shall be equal to the amount of revenues earned by Purchaser and its Affiliates from the sale of such products to parties that are not Affiliates of Purchaser divided by the total revenues of Purchaser and its Affiliates taken into account in calculating Gross Profit for that Earnout Year.
Sample 1
Calculation of Earnout Payment. In the event that during the ------------------------------ Earnout Periods:
Sample 1
Calculation of Earnout Payment. Subject to the terms and conditions set forth in this Section 1.5, Buyer shall pay an amount determined as follows (the “Earnout Payment”): if Earnout EBITDA for the twelve (12) month period ended December 31, 2022 is at least $2,000,000, an amount equal to (i) (A) actual Earnout EBITDA for the twelve month period ended December 31, 2022 plus (B) $250,000 minus (ii) $2,000,000 multiplied by (iii) two (2); provided, that the Earnout Payment shall in no event exceed $2,000,000. For illustrative purposes only, if Earnout EBITDA is $2,500,000, then the Earnout Payment would be $1,500,000 (i.e., ($2,500,000 + $250,000 - $2,000,000 = $750,000) X 2 = $1,500,000). “Earnout EBITDA” means net income plus depreciation and amortization plus income Taxes plus interest minus one-time extraordinary gains and losses, in each case, as determined in accordance with Accounting Principles. Set forth on Exhibit B is an agreed upon illustrative calculation of Earnout EBITDA as of December 31, 2020, December 31, 2021 and the twelve month period ended April 30, 2022.
Sample 1
Calculation of Earnout Payment. Only if EBITDA for the Covered Business for the Covered Period, as determined as provided in this Section 2.08, exceeds the EBITDA Threshold, then Seller shall be entitled to an aggregate payment equal to (i) the Maximum Potential Earnout Payment, multiplied by (ii) a fraction, the numerator of which is the amount by which EBITDA for the Covered Business for the Covered Period exceeds the EBITDA Threshold up to the EBITDA Cap, and the denominator of which is the EBITDA Cap minus the EBITDA Threshold (the “Earnout Amount”). By way of example only, if EBITDA for the Covered Business for the Covered Period is determined to be $12,250,000, the EBITDA Threshold is $11,175,000, the EBITDA Cap is $14,100,000 and the Maximum Potential Earnout Payment is $25,000,000, then the Earnout Amount would be equal to $9,188,034.19, calculated by multiplying (i) the Maximum Potential EBITDA Payment by (ii) $1,075,000 (the amount by which EBITDA exceeds the EBITDA Threshold) divided by $2,925,000 (the EBITDA Cap minus the EBITDA Threshold). If EBITDA for the Covered Business for the Covered Period as determined as provided in this Section 2.08 is (i) less than or equal to the EBITDA Threshold, the amount of the EBITDA Payment shall be zero dollars ($0), or (ii) greater than or equal to the EBITDA Cap, the amount of the EBITDA Payment shall be the Maximum Potential Earnout Payment.
Sample 1
Calculation of Earnout Payment. (i) An earnout payment (the “Earnout Payment”) shall be determined based on the amount of Revenue during the Earnout Period (as such terms are defined in Section 2.10(b) below), as follows: Revenue ($ in millions) Earnout Payment ($ in millions) Less than US$76.0 US$0.0 US$80.0 US$1.133 US$84.0 US$2.266 US$88.0 US$3.399 US$92.0 US$4.532 US$96.0 US$5.665 US$100.00 or more US$6.798 If Revenue during the Earnout Period falls between one of the targets set forth above, the Earnout Payment shall be determined by linear interpolation based on the Earnout Payments for the higher and lower revenue targets. By way of clarification to illustrate the applicable linear interpolation, for every extra one dollar of Revenue, the Earnout Payment would be increased by 0.28325 dollars. In no event will the Earnout Payment exceed $6,798,000 (Six Million Seven Hundred Ninety-Eight Thousand Dollars).
Sample 1
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Related to Calculation of Earnout Payment

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • 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.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • 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

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • Payment Amount Each Restricted Stock Unit represents one (1) Share of Common Stock.

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