Earn-Out Amount. By no later than 60 days following the end of the year 2018, Buyers shall provide a special audited report, no matter how it is named, on the PCB Business’ consolidated revenues, including all revenue related items such as deferred revenues etc., for the year ending December 31, 2018 which shall be prepared and issued by one of PwC, Deloitte, KPMG and Ernst & Young, which shall be selected and retained as per Parties' mutual consent, by both Seller and Buyer. Such statement shall be prepared in accordance with US GAAP applied consistently with past practices and present fairly the financial position of the PCB Business at such date set forth therein and for such period covered thereby (“PCB Business’ Audited 2018 Annual Revenue Statement”). Parties shall equally share the service fees of such accounting firm. The Parties agree that the Earn-Out Amount shall be calculated and determined by the following formula: if, as per PCB Business’ Audited 2018 Annual Revenue Statement, PCB Business' consolidated audited revenue made in accordance with US GAAP in US dollar amount in 2018 fiscal year ending December 31, 2018, excluding all revenue generated from new product lines acquired by CIT, PCHK2, any of their Subsidiaries or any entity of the PCB Business after the date this Agreement (but not under the Transaction Agreements), if any, (“Actual 2018 Revenue”) is equal to or lower than USD 35,500,000, the Earn-Out Amount shall be zero; or if Actual 2018 Revenue is greater than USD 35,500,000 but less than US$ 40,000,000, then: the Earn-Out Amount = USD 3,000,000 × [(Actual 2018 Revenue – 35,500,000) ÷ 4,500,000]; or if Actual 2018 Revenue is greater thanUSD40,000,000, then the Earn-Out Amount shall be USD 3,000,000. As CIT is a Chinese company, its consolidated revenue in 2018 fiscal year will be denominated in CNY in its official financial statements. The Parties agree that, for purpose of this Section 2.5 (c), such amount of CIT’s consolidated revenue in 2018 fiscal year in CNY shall be converted into USD using the central parity exchange rate published by People’s Bank of China as of December 31, 2018.
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.
(b) The Purchaser shall calculate the Net Income for each Calculation Period within 30 days following the end of such Calculation Period.
(c) Within five Business Days following the calculation (or such longer period required for any CSE or regulatory approval) of the Net Income for a Calculation Period, the Purchaser shall pay an amount equal to 33-1/3% of the Net Income, if any, up to the Maximum Earn-Out Amount. For example, (i) if the Net Income during a Calculation Period is equal to or less than $0, then no Earn-Out Amount will be payable in connection with such Calculation Period, (ii) if the Net Income during a Calculation Period is equal to $150,000, then the Vendor will be entitled to an Earn- Out Amount of $50,000, and (iii) if the Net Income during a Calculation Period is equal to or exceeds $1,275,000, then the Vendor will be entitled to the full Maximum Earn-Out Amount (being $425,000) and no more, including to the extent there is Net Income during any of the following Calculation Periods within the remaining term of the Earn-Out Period.
(d) If (i) the aggregate Earn-Out Amount paid by the Purchaser has reached the Maximum Earn-Out Amount; or (ii) the Net Income is negative for two consecutive Calculation Periods, the Vendor’s right to receive any Earn-Out Amount shall forthwith cease.
(e) The effective price of any Marble Shares issued in satisfaction of the payment of any portion of the Earn-Out Amount (“Earn-Out Shares”) shall be the VWAP of the Marble Shares for the five consecutive trading days ending three trading days preceding the last day of the Calculation Period, and the number of Earn-Out Shares issued shall be, provided the Net Income is positive, be determined by dividing the Net Income for the quarter by the VWAP for the five (5) prior trading days ending three (3) trading days prior to the end of each financial quarter.
(f) Any Earn-Out Shares issued to the Vendor in satisfaction of the payment of any portion of the Earn-Out Amount shall be subject to:
(i) the receipt of CSE Acceptance for such issuance, if required;...
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. (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).
(b) In the event that the Earn-Out Baseline has been satisfied during the Earn-Out Period for any of the years four (4) through five (5) from the date hereof, Buyer shall separately pay to each of Kristara and Bxxxxx, an amount equal to 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).
(c) In the event that the Earn-Out Baseline has been satisfied during the Earn-Out Period for any of the years six (6) through ten (10) from the date hereof, Buyer shall separately pay to each of Kristara and Bxxxxx, an amount equal to 5.833% of the percentage of the amount in excess of the Earn-Out Baseline attributable to PPA Sales when compared to Total Sales (i.
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) The Parties agree that the payment of the Earn-Out Amount shall be tied to the Gross Revenue following Closing. The Vendors agree and acknowledge that:
(i) the Purchaser and its Affiliates may make from time to time such business decisions as they deem appropriate, in their sole discretion, in the conduct - 35 - of the Business and any other business of the Purchaser and its Affiliates following the Closing, including actions that may have an impact on the payment of the Earn-Out Amount; and
(ii) this Section 2.10 imposes no restrictions on the power or authority of the Purchaser and its Affiliates with respect to (A) the operation of the Purchased Assets, the Business or any other business, (B) the sale of the Purchased Assets, the Business or any other business or (C) the licensing of any Purchased Assets.
(b) The Purchaser shall be required to pay the Earn-Out Amount in accordance with this Section 2.10. To satisfy the payment of the Earn-Out Amount the Purchaser shall pay to Canadian Vendor Amalco:
(i) 5% of all Gross Revenues generated in the United States of America by the Purchaser or its Affiliates following Closing; and
(ii) 2.5% of all Gross Revenues generated outside of the United States of America by the Purchaser or its Affiliates following Closing; provided that under no circumstances will such payments exceed, in the aggregate, the Earn-Out Amount.
(c) Following the Closing Date, within 30 days following the end of each fiscal quarter, commencing the second quarter of 2018, the Purchaser shall calculate the amount owing to Canadian Vendor Amalco pursuant to Subsection 2.10(b), shall provide the Vendors with written notice of the Purchaser’s calculation thereof (the “Earn-Out Notice”) and shall forthwith pay to Canadian Vendor Amalco such amount to a bank account directed by Miriam fxxx xxme to time. The Vendors shall have the right to review all working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Earn-Out Notice and calculation of the amount payable to Canadian Vendor Amalco pursuant to Subsection 2.10(b) and to object in good faith to the Earn-Out Notice or such calculation in accordance with the procedure outlined in Subsections 2.6(d) through 2.6(j) with respect to an NWC Dispute. To the extent that:
(i) on the date that is eighteen (18) months from the Closing Date, the amounts paid to Canadian Vendor Amalco pursuant to this Section 2.10 are less tha...
Earn-Out Amount. (a) For a three (3) year period following the Effective Date (the “Earn Out Period”), the Company shall pay to Consultant 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 Effective 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 $900,000. In determining the contribution profit of the Company, there shall be no allocation of the Company’s general and administrative expenses.
(b) Not later than 30 days after the end of each Yearly Earn Out Period, the Company shall pay the Earn Out Amount to Consultant and provide to Consultant (i) a report setting forth the Earn Out Calculation, including such schedules and data as may be appropriate to support such calculation. Consultant and its accountants shall be entitled to review the Earn Out Calculation and any working papers, trial balances and similar materials relating to the Earn Out Calculation prepared by the Company or its accountants. The Company shall also provide Consultant and its accountants with timely access, during the Company’s normal business hours, to the Company’s personnel, properties, books and records to the extent related to the determination of the Earn Out Calculation.
(c) Within 30 days after Consultant’s receipt of the Earn Out Calculation pursuant to Section 3(b), Consultant may notify the Company in writing that it disagrees with the Earn Out Calculation. Within 30 days after notification by Consultant that it disagrees with the Earn Out Calculation, Consultant must provide the Company with such reports and calculations that set forth the basis for any disputed amounts in the Earn Out Calculation (the “Consultant’s Report”). Except as otherwise provided in this Section 3(c), all costs and expenses associated with the Consultant’s Report shall be borne by Consultant. If the Company concurs with the adjustments proposed by Consultant, or if the Company does ...
Earn-Out Amount. 5.1.1 As an increase (if applicable) to the Purchase Price, the Seller is entitled to an earn out payment by the Purchaser (the Earn-Out) subject to the terms and conditions as set out in this Clause 5.
5.1.2 If the EBITDA generated by the Company and its Group Companies for the 2018 financial year, as is apparent from the 2018 Financial Statement (the 2018 EBITDA) and taking account the calculation formula and adjustments set forth Clause 5.2.1, is in excess of EUR 6,450,000 (six million four hundred fifty thousand euro) (the Threshold 2018 EBITDA), the Purchase Price shall be adjusted upwards with an amount (the Earn-Out Amount) equal to the difference (the Difference 2018 EBITDA) between EUR 6,800,000 (the Maximum 2018 EBITDA) and the Threshold 2018 EBITDA multiplied with factor 9,4286, provided however that such Earn-Out Amount shall never exceed an amount of EUR 3,300,000 (three million three hundred thousand euro): ≥EUR 6,450,000 - ≤EUR 6,800,000 9,4286 multiplied by the Difference 2018 EBITDA An example of the calculation of the Earn-Out is attached as Schedule 5.1.2.
Earn-Out Amount. 3.2.1 Subject to the provisions of this Clause 3.2, the Sellers shall be entitled to receive an additional payment for the Shares (the "Earn-Out Amount") equal to EUR 150,000.00 payable on the date of the third anniversary of this Agreement provided the Operating Income reaches or exceeds EUR 780,000.00.
Earn-Out Amount. Section 2.12 of the Original Purchase Agreement is hereby amended and restated in its entirety as follows: “Within two Business Days of the Effective Date, the Purchaser shall pay or cause to be paid an amount equal to $6,000,000 (the “Earn-Out Amount”) less the deductions set forth on Schedule A in cash by wire transfer of immediately available funds to the Sellers (or their designees) and the Optionholders, in accordance with their respective Pro Rata Earn-Out Portions and equal to the amount set forth on Schedule A, which amount represents 100% of the Earn-Out Amount pursuant to the Original Purchase Agreement. Notwithstanding anything to the contrary in the Purchase Agreement, the Sellers shall have no further liability for the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated with the amounts payable to the Optionholders pursuant to the foregoing sentence. Within two Business Days of the Effective Date, the Purchaser shall also pay or cause to be paid in cash by wire transfer of immediately available funds to Cyndx Advisors LLC and TangoLaw, PLLC the respective payment amounts deducted from the Earn-Out Amount and set forth on Schedule A.”
