Earn-Out Agreement. Buyer shall have executed and delivered the Earn-out Agreement in substantially the form attached hereto as Exhibit 1.2.
Earn-Out Agreement. At the Closing, the Sellers will have executed and delivered to Buyer an agreement in the form attached as Exhibit A (the “Earn Out Agreement”).
Earn-Out Agreement. At the Closing, Purchaser and Sellers shall execute and deliver to each other an Earn-Out Agreement, substantially in the form of Exhibit K hereof (the “Earn-Out Agreement”) pursuant to which each of the Equity Sellers each of the Equity Sellers shall receive up to an amount equal to $4,000,000 to the extent the conditions for payment thereof in the Earn-Out Agreement have been satisfied multiplied by such Equity Seller’s Pro Rata Share as additional consideration for the sale of Shares and/or cancellation of Options held by them prior to the Closing. Such additional payment, if any, shall be treated as additional purchase price payable to such Equity Sellers for all purposes hereunder.
Earn-Out Agreement. The following earn-out provisions shall apply:
(a) If, following the Closing, on a consolidated basis, the Surviving Company achieves or exceeds After-Tax Profits (as defined in (g) below) of RMB136,000,000 for the fiscal year ending December 31, 2009, an additional 2,000,000 Buyer Shares shall be issued to Sellers within the later of (i) 90 days after the end of such fiscal year or (ii) 15 days following the issuance of the audit report of the Surviving Company for such fiscal year.
(b) If, following the Closing, on a consolidated basis, the Surviving Company achieves or exceeds After-Tax Profits of RMB197,200,000 for the fiscal year ending December 31, 2010, an additional 2,500,000 Buyer Shares shall be issued to Sellers within the later of (i) 90 days after the end of such fiscal year or (ii) 15 days following the issuance of the audit report of the Surviving Company for such fiscal year.
(c) If, following the Closing, on a consolidated basis, the Surviving Company achieves or exceeds After-Tax Profits of RMB278,800,000 for the fiscal year ending December 31, 2011, an additional 2,500,000 Buyer Shares shall be issued to Sellers within the later of (i) 90 days after the end of such fiscal year or (ii) 15 days following the issuance of the audit report of the Surviving Company for such fiscal year.
(d) If, following the Closing, on a consolidated basis, the Surviving Company achieves or exceeds After-Tax Profits of RMB394,400,000 for the fiscal year ending December 31, 2012, an additional 2,500,000 Buyer Shares shall be issued to Sellers within the later of (i) 90 days after the end of such fiscal year or (ii) 15 days following the issuance of the audit report of the Surviving Company for such fiscal year.
(e) If, following the Closing, on a consolidated basis, the Surviving Company does not achieve or exceed After-Tax Profits of such amount as set forth in (a), (b) ,(c), or (d) above for the respective fiscal year, Sellers shall not be entitled to any additional Buyer Shares for such year, regardless of whether the Surviving Company achieved or exceeded such After-Tax Profits in any prior year or will achieve or exceed such After-Tax Profits in any future year.
(f) Buyer acknowledges that any additional Buyer Shares that may be issued pursuant to this Section 1.3 are in exchange for Company Ordinary Shares and Company Equity Rights and not dependent upon the continued employment or other relationships of Sellers or Founder with the Surviving Company or a...
Earn-Out Agreement. The Purchaser shall have executed and delivered to the Company the Earn Out Agreement.
Earn-Out Agreement. Buyer shall have executed and delivered to the Selling Stockholders the Earn-Out Agreement, substantially in the form of Exhibit B hereto.
Earn-Out Agreement. The Equity Seller and the Seller Representative shall have received a copy of the Earn-Out Agreement, duly executed by the Purchaser.
Earn-Out Agreement. “Earn-Out Agreement” shall mean that certain Earn-Out Agreement to be entered into between Smithfield, EPOF, OPPS and HoldCo, substantially in the form of Exhibit 1.20 attached hereto.
Earn-Out Agreement. Buyer and OSI shall have executed and delivered an Earn-out Agreement in substantially the form attached hereto as Exhibit 2.3.
Earn-Out Agreement. At the Closing, as part of the Exchange, TopCo shall issue, or cause to be issued, to SISH the Earn-Out Shares, pursuant to the terms provided in the Earn-Out Agreement, including with respect to vesting and forfeiture.
