Earn-Out Amount. For a three (3) year period following the Closing Date, (the “Earn Out Period”), Buyer shall pay to the Company (in accordance with Exhibit A) ten percent (10%) of the amount of the increase in contribution profit of the Business over the Baseline Amount based on the sale of the Company’s products (the “Earn Out Amount”) commencing on the first day of the month following the Closing Date and ending on the last day of the twelfth (12th) month thereafter and continuing on each consecutive twelve (12) month period thereafter for a period of three (3) years (the “Yearly Earn Out Period”). The contribution profit shall be determined by calculating the gross sales of the Company’s products less cost of goods sold, direct product promotional expenses, discounts, allowances, product returns, coupons, rebates, commissions and freight (the “Earn Out Calculation”). The “Baseline Amount” is $2,000,000. In determining the contribution profit of the Company, there shall be no allocation of Buyer’s general and administrative expenses.
Earn-Out Amount. (a) In the event that the Earn-Out Baseline has been satisfied during the Earn-Out Period for the first three (3) years from the date hereof, Buyer shall separately pay to each of Kristara and Bxxxxx, an amount equal to (i) 7.29125% of the percentage of the amount in excess of the Earn-Out-Baseline attributable to Non-Solar Sales when compared to Total Sales (i.e. Non-Solar Sales divided by Total Sales), and (ii) 5.833% of the percentage of the amount in excess of the Earn-Out Baseline attributable to Solar Sales when compared to Total Sales (i.e. Solar Sales divided by Total Sales). By way of example, if during any of the first three (3) Earn-out Periods, Total Sales shall equal $12,000,000 and Non-Solar Sales shall constitute 60% of Total Sales, the amounts calculated above shall be equal to (i) $87,495 and (ii) $46,664 for a total amount of $134,159 due and payable to each of Kristara and Bxxxxx separately.
Earn-Out Amount. 1.6.1 If prior to the first anniversary of the Closing, DoveBid enters into the second of at least two "Significant Flow Agreements" (as defined in Subsection 1.6.2) where each such Significant Flow Agreement "Results from the Efforts of the Shareholders" (as defined in Subsection 1.6.3), then DoveBid shall pay $500,000 in two installments each of $200,000 to Xxxxxxxx and $50,000 to Xxxxx, respectively, the first of which shall be paid on the execution of the second Significant Flow Agreement and the second of which shall be paid on the one year anniversary of the Closing.
Earn-Out Amount. (i) As part of the Purchase Price due for the acquisition of the Acquired Assets, Tandy shall pay Xxxxxxxx an amount (the “Earn-Out Amount”) equal to (A) 21.5% of the Net Sales of all Products (other than Wrangler Products sold pursuant to the Wrangler Western License) sold by Tandy and its Subsidiaries and Affiliates during the 12 months ending on the first anniversary of the Closing Date (the “Earn-Out Measurement Period”), less $150,000; provided, however, that in no event shall such amount be less than the “Earn-Out Minimum Amount.”
Earn-Out Amount. (a) On or before the ninetieth (90th) day following the expiration of each of the Interim Period and the Earn-out Period, the Buyer shall prepare and deliver to the Beneficial Owner Representative an Earn-out Statement. The Buyer shall make each calculation contained within the Earn-out Statement in good faith.
Earn-Out Amount. (a) The Purchaser shall pay an earn-out (the “Earn-Out Amount”) through the issuance of Marble Shares, up to a maximum aggregate amount of $425,000 (the “Maximum Earn-Out Amount”), based on the Net Income for each Calculation Period within the Earn-Out Period calculated in a historically consistent manner and in accordance with IFRS, subject to, and in accordance with, the terms and conditions in this Section 3.3.
Earn-Out Amount. (a) Seller acknowledges that Buyer will utilize the Assets and the Product Line in its business in any way that it deems appropriate and that it will operate its business utilizing the Assets and the Product Line in its sole discretion, that nothing contained in this Agreement shall require that Buyer market or sell any product, that there can be no assurance that any Earn-Out Amount will be received and that Buyer owes no fiduciary duty or express or implied duty to Seller, but instead the express provisions of this Agreement govern their contractual relationship. Notwithstanding the foregoing, during calendar years 2011, 2012 and 2013, Buyer will make one or more of its product managers available by telephone for a quarterly meeting with representatives of Seller regarding Buyer’s marketing and sales efforts with respect to Product Line sales.
Earn-Out Amount. The Earn-Out Amount shall be one-third of the amount by which (a) the Adjusted Earnings (defined below) for each of the 12-month periods ending on March 31 of each of the years 2000, 2001, 2002, 2003, and 2004 (the "Earn-Out Period) is greater than (b) the Adjusted Earnings for the 12-month period ended July 31, 1998, or $4,800,000, whichever is greater.
Earn-Out Amount. In addition to the Purchase Price, in consideration of the Purchased Shares, Buyer will deliver to each Seller, $50,000 per year for a five year period beginning on the first anniversary of the Closing Date (the "EARN OUT AMOUNT"). In no event shall the aggregate Earn Out Amount exceed $250,000 for any Seller, or $750,000 for all Sellers. Each annual payment comprising a portion of the Earn Out Amount will be paid in the form of unrestricted, publicly tradable shares of the common stock of the Buyer (valued at the closing bid price on NASDAQ as of the third trading day prior to the date such shares become due pursuant to this Article II(b)(ii)). The Earn Out Amount shall be subject to a right of set-off as set forth in Article VIII.
Earn-Out Amount. Pursuant to the terms and subject to the conditions set forth herein, and pursuant to the Plan of Arrangement, the Earn-out Amount shall be paid in accordance with Sections 2.10 through 2.14 (the “Earn-out Provisions”). The Earn-out Amount shall be paid by or on behalf of Buyers to Sellers in cash or shares of Common Stock or a combination thereof in accordance with the Plan of Arrangement (provided, that no shares of Common Stock shall be paid to Adenyo US).
