Earn-Out Consideration Clause Samples
The Earn-Out Consideration clause defines the terms under which additional payments may be made to the seller after the closing of a transaction, based on the future performance of the acquired business. Typically, this clause outlines specific financial targets or milestones—such as revenue or EBITDA—that must be met within a set period for the seller to receive these contingent payments. By linking part of the purchase price to post-closing results, the clause helps bridge valuation gaps between buyer and seller and incentivizes continued strong performance of the business.
POPULAR SAMPLE Copied 3 times
Earn-Out Consideration. (a) If the EBIT (inclusive of the add backs ---------------------- set forth on Schedule 11.7 for the Surviving Corporation's fiscal year ending December 31, 1997 is equal to or exceeds $800,000 (as determined consistent with past practice), USFloral shall pay to the Stockholder additional consideration in the amount of $6.00 for each $1.00 of EBIT achieved in excess of $800,000 for the year ended December 31, 1997 ("Earn-Out Consideration"), subject to a maximum of $2,400,000 in total Earn-Out Consideration. The Earn-Out Consideration shall be paid in USFloral Stock.
(b) 240,000 shares of USFloral Stock, representing the maximum Earn-Out Consideration (assuming an IPO price of $10 per share), shall be issued in the name of the Stockholder at Closing and shall be held in escrow (the "Securities Escrow") by ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLP, as securities escrow agent ("Securities Escrow Agent"). Promptly following the date on which the Surviving Corporation's EBIT for its fiscal year ended December 31, 1997 is finally determined by Price Waterhouse (USFloral hereby agreeing that it shall cause Price Waterhouse to commence determining the same promptly and with all due diligence and will in all events cause it to be determined by June 30, 1998), the Securities Escrow Agent shall deliver to the Stockholder out of the Securities Escrow such number of shares of USFloral Stock equal to the portion of the Earn-Out Consideration that the Stockholder is entitled to receive in USFloral Stock ("Earn-Out Securities"), with the remainder being delivered to USFloral for cancellation. If the average closing price of the USFloral Stock on the ten trading days prior to December 31, 1997 is less than is necessary so that, when multiplied by 240,000, such price produces an amount less than the portion of the Earn-Out Consideration that the Stockholder is entitled to receive in USFloral Stock, USFloral shall deliver to the Stockholder, in its sole discretion, (i) such additional number of shares of USFloral Stock, (ii) such additional amount of cash or (iii) such combination of shares of USFloral Stock and cash as necessary to make up the difference. Furthermore, in the event that USFloral enters into a transaction for the sale of USFloral or the Company (or enters into an alternative type transaction to a sale that otherwise makes performance by the Company impossible) prior to December 31,1997, which transaction makes it impossible for the Company to earn the maximum Earn-Out Cons...
Earn-Out Consideration. Subject to the terms and conditions of this Agreement, the Purchaser will pay, or will cause the Company to pay, to Nyrstar the earn-out consideration in respect of the Earn-Out Period (the “Earn-Out Consideration”) as additional consideration for the sale of the Company pursuant to the Share Purchase Agreement, which obligations will be guaranteed by GPS in accordance with the Share Purchase Agreement. Subject to clause 2.5, the Earn-Out Consideration will be determined and paid as follows:
(a) the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company during the Earn-Out Period, calculated and paid at the end of each relevant fiscal year of GPS during the Earn-Out Period;
(b) with respect to the initial fiscal year of the Earn-Out Period during which the Trigger Date has occurred, the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company from the Trigger Date to the last date of this initial fiscal year;
(c) with respect to the final fiscal year of the Earn-Out Period, the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company from the first date of this final fiscal year to the Earn-Out Period End Date;
(d) no Earn-Out Consideration will be payable with respect of any Free Cash Flow of the Company after the expiry of the Earn-Out Period;
(e) the Company will calculate the Earn-Out Consideration within 90 days of the end of a relevant fiscal year of GPS during the Earn-Out Period; and
(f) the Earn-Out Consideration will be paid to Nyrstar within 105 days of the end of a relevant fiscal year of GPS during the Earn-Out Period, provided that:
(i) the Purchaser must, in the manner contemplated by clause 3(c) of the Share Purchase Agreement, withhold amounts payable to Nyrstar on account of Earn-Out Consideration, and any amounts so withheld will be treated as having been paid to Nyrstar on account of the Earn-Out Consideration; and
(ii) the Purchaser or the Company will be entitled to withhold payment of amounts on account of the Earn-Out Consideration in the manner contemplated by, and otherwise subject to the provisions of, the Share Purchase Agreement.
Earn-Out Consideration. In addition to the Initial Purchase Price, the Sellers may receive additional consideration of up to $12,000,000 (the “Maximum Earnout”) payable in cash, over a three-year earn-out period (the “Earn-Out Period”) following the Closing Date. The earn-out, described below and credit as adjustment to earn-out agreement as set forth in Exhibit “A”, will be paid in accordance with the following terms (it is being understood that the aggregate of all Earn-Out payments paid to Sellers pursuant to this Agreement shall not exceed the Maximum Earnout under any circumstances):
(a) With respect to the period of the first thirty-six months of operations as a unit of the Purchaser (the “Earn-Out Period”), the Purchaser will make an earn-out payment (the “Earn-Out Payment”) based upon the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) during each year of the Earn-Out Period. For purposes of determining the earn-out, EBITDA is defined as earnings from operations of the Company determined in accordance with GAAP. The Purchaser’s corporate-allocated overhead (excluding any charges borne by the Purchaser solely for the benefit of the Company that otherwise would have been incurred directly by the Company in the normal course of business regardless of the Transaction1) shall not be included. Prior to each year of the Earn-Out Period, Purchaser and Seller Representative shall mutually agree on an estimated budget of charges that Purchaser reasonably anticipates incurring solely for the benefit of the Company under the parenthetical in the immediately preceding sentence. Purchaser shall also provide Seller Representative, on a monthly basis during the Earn-Out Period, a statement showing in reasonable detail all such charges actually incurred by Purchaser for the prior month. To the extent such charges exceed the amounts the Company would reasonably have been expected to incur had charges been borne by the Company directly and not by Purchaser, and are not offset by cost reductions provided from other expense line items supplied by or procured by Purchaser, the Company will receive a credit towards EBITDA in an amount equal to the excess. To the extent that such Purchaser supplied cost reductions exceed any increases in costs, the Company will receive a debit against its EBITDA in an amount equal to the excess. If the Closing Date occurs on a date that is not the end of one of Purchaser’s fiscal months, the Earn-Out Period will begin with the...
Earn-Out Consideration. (a) The Shareholder shall be entitled to earn additional cash consideration (collectively, the "EARN-OUT") in an amount, up to $300,000 in the aggregate (the "MAXIMUM EARN-OUT"), equal to 33% of the positive Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") beginning on the Closing Date (as defined below) and continuing for the twelve (12) calendar quarters immediately following the Closing (the "EARN-OUT PERIODS" and each individually, an "EARN-OUT PERIOD"), with the first Earn-Out Period to include the first full calendar quarter following the Closing Date plus the period between the Closing Date and the first day of such first calendar quarter, all in accordance with the terms and conditions of this Section.
(b) Within thirty (30) calendar days after the end of each calendar quarter (i.e., the three (3) months ended March 31, June 30, September 30 and December 31 of each relevant calendar year) or portion thereof that is included within the Earn-Out Periods, Bridgeline shall prepare an income statement reflecting solely the business and operations associated exclusively with the operations of Company following the completion of the Acquisition independent of the remaining business and operations of Bridgeline (the "IAPPS BUSINESS") calculated in accordance with generally accepted accounting principles consistently applied ("GAAP") for such Earn-Out Period, and a related calculation of EBITDA of the Iapps Business for such Earn-Out Period, such calculation of EBITDA to be completed in accordance with GAAP and to reflect as closely as reasonably possible the EBITDA that would have been achieved by the Company during such Earn-Out Period if the Acquisition had not occurred (each such income statement and EBITDA calculation are collectively referred to herein as the "INCOME STATEMENT"). The maximum allocation of corporate overhead ("G&A ALLOCATION") that will be charged by Bridgeline to the Iapps Business (operating as a division of Bridgeline) on a monthly basis shall not exceed $12,000.00 per month. This G&A Allocation assumes that the Iapps business unit or division will provide all research and development and sales and marketing activity and related expenses within its own internal expense budgets, operating as a division of Bridgeline. Other than the aforesaid G&A Allocation, for purposes of computing the EBITDA of the Iapps Business, the following rules shall apply: (i) there shall be no (A) allocations of any other Bridgeline...
Earn-Out Consideration. (a) Not later than February 13, 2011, Buyer shall assess and calculate the Profiler Product Bookings for the period beginning on the January 1, 2010 and ending on December 31, 2010 (the “Measurement Period”) and shall prepare or cause to be prepared and deliver or cause to be delivered to Seller a written statement (the “Earn Out Analysis Statement”) setting forth Buyer’s final calculation of the Profiler Product Bookings, together with such documentation as may be reasonably necessary to support such calculation. If the Profiler Product Bookings during the Measurement Period shall exceed $8,000,000, then as soon as practicable, which shall be no later than 30 business days following the earlier of (i) the resolution of any disputes pursuant to Section 3.4(c), (ii) the expiration of the time period during which Seller may deliver the Earn Out Objection Notice pursuant to Section 3.4(b) and (iii) the written waiver by Seller of the time period during which Seller may deliver the Earn Out Objection Notice pursuant to Section 3.4(c), Buyer shall pay or cause to be paid to Seller the Earn Out Consideration.
(b) If within 10 days following Seller’s receipt of the Earn Out Analysis Statement, Seller has not delivered to Buyer written notice (the “Earn Out Objection Notice”) of its objections to the Earn Out Analysis Statement (such Earn Out Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then Buyer’s calculation of the Profiler Product Bookings shall be deemed final and conclusive; provided, however, in the event that Buyer fails to deliver to Seller an Earn Out Analysis Statement by February 13, 2011, Seller may deliver to Buyer an Earn-Out Objection Notice no later than March 5, 2011.
(c) If Seller delivers the Earn Out Objection Notice within the periods specified in Section 3.4(b), then Buyer and Seller shall endeavor in good faith to resolve the objections, for a period not to exceed 10 days from the date of delivery of the Earn Out Objection Notice. If at the end of the 10-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to an accounting firm or certified public account (the “Referee”) mutually acceptable to Buyer and Seller. The Referee shall determine any unresolved items within 20 days after the objections that remain in dispute are submitted to it. If any remaining objections are submitted to the Referee for res...
Earn-Out Consideration. The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows:
(a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”).
(b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate.
(c) If any of the Earn-Out Targets set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor.
(d) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control.
(e) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and...
Earn-Out Consideration. Following the Closing, Purchasers shall pay or cause Newco to pay to APIL the Earn-Out Consideration, in accordance with the terms of Exhibit E.
Earn-Out Consideration. Following the Closing, as additional consideration for the transactions contemplated by this Agreement and the Related Agreements, Purchaser shall pay or cause to be paid to the Sellers, in cash, the amounts, if any, as determined in accordance with this Section 1.07:
(a) Within ninety (90) days following the completion of each of Parent’s fiscal years 2023 and 2024 (each, an “Annual Earn-Out Period”), Purchaser shall deliver to the Sellers’ Representative its good faith calculation of (i) the Company Revenue and the Company Margin for such Annual Earn-Out Period and the resulting calculation of the Earn-Out Payment, if any, for such Annual Earn-Out Period, as determined in accordance with this Section 1.07, together with reasonably detailed supporting documentation describing how the Company Revenue, the Company Margin and Earn-Out Payment, if applicable, was calculated or otherwise determined (each, the “Earn-Out Statement”). Notwithstanding the foregoing, if the Closing occurs after December 31, 2022, then the first Annual Earn-Out Period shall be the twelve-month period commencing on (i) the Closing Date, if the Closing Date is the first day of a month, or otherwise (ii) the first day of the month following the Closing, and the subsequent Annual Earn-Out Period shall be the twelve-month period immediately following the end of such first Annual Earn-Out Period.
(b) As promptly as practicable, but in no event later than sixty (60) calendar days after its receipt of the Earn-Out Statement (the “Earn-Out Review Period”), the Sellers’ Representative shall notify Purchaser in writing whether it accepts or disputes the accuracy of the items contained in the Earn-Out Statement. During the Earn-Out Review Period, the Sellers’ Representative and its Representatives shall be provided with reasonable access at reasonable times during normal business hours to files, records, relevant Personnel and accountants of the Purchaser and Company Group used in preparing the calculations in the Earn-Out Statement as they may reasonably request to respond to the Earn-Out Statement, provided that the Sellers’ Representative and its Representatives shall have entered into a customary confidentiality agreement and any customary access letters reasonably requested by Parent’s or the Company Group’s accounting advisors. If the Sellers’ Representative accepts the Earn-Out Statement or if the Sellers’ Representative fails within the Earn-Out Review Period to notify Purchaser of any ...
Earn-Out Consideration. (a) The Seller shall be entitled to earn additional consideration (the “Earn-Out”) during the Complete Earn-Out Period (as defined below), in an amount up to $500,000 in the aggregate, subject to adjustment as set forth in Section 1.4 above, payable in cash in accordance with the terms of this Section 1.5 (the “Earn-Out Consideration”).
(b) The followings terms shall have the following meanings for purposes of this Agreement:
Earn-Out Consideration. (a) For each of the years ending December 31, 2010, 2011 and 2012 (collectively, the “Earn-Out Period”), the Target Stockholders (in the aggregate) shall be entitled to receive (if and to the extent, with respect to any particular Target Stockholder, that such Target Stockholder is entitled to receive Merger Consideration in accordance with Section 1.6), and the Acquiror shall pay, an aggregate amount equal to twenty percent (20%) of revenues (as determined in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the applicable periods) in excess of $3,600,000 (the “Revenue Minimum”) received by Acquiror (on a consolidated basis together with all of its subsidiaries and affiliates, including the Surviving Corporation) for each such year from the sale of those Target products that were being sold as of the Closing (including any enhancements, modifications or improvements of such products) to (i) customers of Target identified on Exhibit B attached hereto, (ii) each of the Top 25 Lenders as identified in Exhibit B attached hereto, and
(iii) customers who purchase products or services under Target’s Loan Mod Forensics brand (including license revenue therefrom), reduced by (Y) the amount of any FTV Contingent Payment made with respect to such year as provided in Section 1.14 and (Z) any Reimbursable Indemnification Payments made by the Principal Stockholders pursuant to Section 9.2(c) (collectively, the “Earn-Out Consideration”). The aggregate Earn-Out Consideration payable pursuant to this Section 1.9 with respect to the Earn-Out Period is referred to herein as the “Merger Consideration.” The Earn-Out Consideration payable for any particular fiscal year during the Earn-Out Period shall be determined by the Acquiror in good faith as soon as practicable (and in any event within forty-five (45) days) after the end of such fiscal year, and a reasonably detailed calculation and itemization thereof shall be promptly delivered to the Exchange Agent and the Principal Stockholders. The Earn-Out Consideration payable for any particular fiscal year during the Earn-Out Period as determined by the Acquiror and set forth in the calculation and itemization thereof shall be deemed to be final and conclusive unless the Principal Stockholders object thereto by written notice to Acquiror within twenty (20) business days after their receipt of the same. If the Principal Stockholders shall so object, the parties shall cooperate in g...