Earn-Out Consideration Sample Clauses

Earn-Out Consideration. 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule. 2.2 For the purpose of calculating the Earn-Out Payment the Reference Date shall, subject to paragraph 2.3, be 31 July 2018 unless Xxxxx Xxxxxxxxx shall elect for 31 July 2016 or 31 July 2017 to be the Reference Date and such election has been made by notice in writing to the Buyer within the 3 month period following either 31 July 2016 or 31 July 2017. For the avoidance of doubt there may only be one Reference Date and one Earn-Out Payment. 2.3 In the event that Xxxxx Xxxxxxxxx shall resign as chief executive officer of the Company during the Earn-Out Period then, unless a Reference Date has already been fixed pursuant to and in accordance with paragraph 2.2, the Reference Date shall be the 31 July next following the effective date of Xxxxx Xxxxxxxxx ceasing to be the chief executive officer of the Company. 2.4 Any Earn-out Payment that the Buyer is required to pay pursuant to this Schedule shall be paid to the Sellers in cash in £ sterling within 10 Business Days of the amount of the Earn-Out Payment being agreed or determined in accordance with the provisions of this Schedule. Payment of any Earn-Out Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 2.5 Except as permitted under paragraph 8 of this Schedule, the Earn-Out Payment shall be paid without deduction set off or counter claim and if not paid in full on the due date the Earn-Out Payment shall bear interest at the rate of 4% per annum above the base lending rate of Lloyds Bank for the time being from the due date until the date of actual payment of the Earn-Out Payment.

Earn-Out Consideration. (a) 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 an additional One Million Two Hundred Fifty Thousand (1,250,000) ParentCo Common Shares, in the aggregate (the “Earn-Out Consideration”), if any time prior to or as of the second anniversary of the Closing, the VWAP is greater than or equal to Thirteen Dollars ($13.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Earn-Out Target”). (b) If the Earn-Out Target set forth in Section 5(a) shall have been achieved, within five (5) Business Days following the achievement of the Earn-Out Target, ParentCo shall issue the Earn-Out Consideration to the Sponsor. (c) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing and the Earn-Out Consideration that is issuable pursuant to Section 5(a) remains unissued as of immediately prior to the consummation of such Change of Control, the Earn-Out Consideration shall immediately vest and the Sponsor shall be entitled to receive the Earn-Out Consideration prior to the consummation of such Change of Control. (d) The Earn-Out Consideration and the Earn-Out Target 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 prior to the time the Earn-Out Consideration is delivered to Sponsor, if any.”

Earn-Out Consideration. (i) If the consolidated earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date, decreased by the amount of UniCapital corporate overhead allocated to the Company and the amount earned from New Programs for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of the Company for the twelve months ending December 31, 1997, increased by the add-backs set forth on Schedule 2.5 and inclusive of the amount earned from New Programs in 1997 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT. Notwithstanding the foregoing, the Stockholders shall be entitled to receive that portion of the Adjusted 1998 EBT attributable to New Programs. (ii) For each $1.00 by which the Adjusted 1998 EBT falls short of Adjusted 1997 EBT, the Stockholders shall remit to UniCapital from the 1998 Shortfall Escrow, within 10 days after notice of such determination, $6.00 in shares of UniCapital Stock, valued at the IPO Price (the "1998 Shortfall"), but not to exceed $3,600,000. (b) If the consolidated EBT of the Company for the year ending December 31, 1999, decreased by the amount of UniCapital corporate overhead allocated to the Company and the amount earned from New Programs (the "Adjusted 1999 EBT", and together with the Adjusted 1997 EBT and the Adjusted 1998 EBT, the "Company EBT"), exceeds the greater of Adjusted 1998 EBT and Adjusted 1997 EBT, then the Stockholders shall be entitled to receive one-half of the difference between (i) the Adjusted 1999 EBT and (ii) the greater of the Adjusted 1998 EBT and the Adjusted 1997 EBT. Notwithstanding the foregoing, the Stockholders shall be entitled to receive 100% of the Adjusted 1999 EBT attributable to New Programs. (c) The Stockholders shall be entitled to receive the (x) EBT of the Company for the year ending December 31, 2000 attributable to New Programs adjusted for the amount of UniCapital corporate overhead allocated to the Company and (y) three (3) times the Company's share of the average EBT of the Real Estate Venture for the fiscal years ending December 31, 1998, 1999 and 2000. (d) The EBT of the Company for the years ending December 31, 1998, December 31, 1999...

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...

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 $1,035,000 in the aggregate 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. 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. (a) Subject to the limitations set forth in this Section 1.03, after the Closing, and in addition to the Initial Consideration, the Purchaser shall pay to each Seller, as additional consideration for the Stock, such Seller’s Proportional Share of a total aggregate earn-out payment based on the Company’s Profit (the “Profit Earn-Out Consideration”), and Net Revenue (the “Revenue Earn-Out Consideration” and together with the Profit Earn-Out Consideration, the “Earn-Out Consideration”) for each of the first three (3) full Fiscal Years following the Closing (such three year period, the “Earn Out Period”) provided that for each Earn Out Year, in order for any Earn-Out Consideration to become payable, the Target Margin for such Earn Out Year must also be reached. (b) Within sixty (60) days following the end of Earn Out Year 1, if the Profit Margin of the Company for Earn Out Year 1 is at least equal to the Year 1 Margin Target, then: (i) If the Profit of the Company for Earn Out Year 1 equals or exceeds the Year 1 Profit Target, the Purchaser shall pay to Sellers the aggregate amount of Three Hundred Sixty Thousand Seven Hundred Two Dollars ($360,702) (the “Maximum Year 1 Profit Earn Out”); provided, however, that if the Company’s Profit for Earn Out Year 1 is less than the Year 1 Profit Target, the Purchaser shall pay to the Sellers an aggregate amount equal to the product of (x) (A) the actual Profit of the Company for Earn Out Year 1, divided by (B) the Year 1 Profit Target; multiplied by (y) the Maximum Year 1 Profit Earn Out. (ii) If the Net Revenue of the Company for Earn Out Year 1 equals or exceeds the Year 1 Revenue Target, then Purchaser shall pay to Sellers the aggregate amount of Five Hundred Forty Nine Thousand One Hundred Forty Nine Dollars ($549,149) (the “Maximum Year 1 Revenue Earn Out”); provided, however, that if the Company’s Net Revenue for Earn Out Year 1 is less than the Year 1 Revenue Target, the Purchaser shall pay to the Sellers an aggregate amount equal to the product of (x)(A) the actual Net Revenue of the Company for Earn Out Year 1, divided by (B) the Year 1 Revenue Target; multiplied by (y) the Maximum Year 1 Revenue Earn Out. (c) Within sixty (60) days following the end of Earn Out Year 2, if the Profit Margin of the Company for Earn Out Year 2 is at least equal to the Year 2 Margin Target, then: (i) If the Profit of the Company for Earn Out Year 2 equals or exceeds the Year 2 Profit Target, the Purchaser shall pay to Sellers the ...

Earn-Out Consideration. (a) The LDD Holders shall be entitled to earn additional cash consideration (collectively, the "Earn-out") in an aggregate amount of up to Three Hundred Forty-two Thousand Three Hundred Ninety-nine and 06/100 Dollars ($342,399.06) (the "Maximum Earn-out") in accordance with the terms and conditions of this Section 1.5 and subject to the prior repayment of the Remainder Debt to Heffernan and Matteo pursuant to Section 1.6(a) below and the Principxx Xxxxxxolders' indemnification obligations contained in Article VIII below. (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 thirty-six (36) month period beginning on the first calendar day following the Closing Date (the "Earn-out Periods" and each individually, an "Earn-out Period"), the Acquirer shall prepare an income statement reflecting solely the business and operations associated exclusively with the Corporation following the completion of the Merger independent of the remaining business and operations of the Acquirer (the "LDD Business") calculated in accordance with generally accepted accounting principles ("GAAP") for such Earn-out Period, and a related calculation of the Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") of the LDD 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 Corporation during such Earn-out Period if the Merger had not occurred (each such income statement and EBITDA calculation are collectively referred to herein as the "Income Statement"). Promptly following the Acquirer's determination of such EBITDA for an Earn-out Period, the Acquirer shall deliver to Heffernan, as the representative duly authorized by, and acting on bexxxx xx, the LDD Holders (or his successor(s) as duly elected by a majority in interest of the LDD Holders) (referred to in this capacity as the "LDD Representative"), the Income Statement, which shall include a statement of the total amount owed collectively to the LDD Holders, if any, based on the calculations set forth on Schedule 1.5(b) hereto (the "Earn-out Amount") (each Income Statement and each such accompanying statement of the Earn-out Amount, if any, are collectively referred to herein as the "Ear...

Earn-Out Consideration. (a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date, (i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $14.00, Buyer shall cause the Partnership to issue 7,142,857 Common Units to Contributor; and (ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $16.00, Buyer shall cause the Partnership to issue 6,250,000 Common Units to Contributor (each issuance of Common Units pursuant to clauses (i) or (ii) above, an “Earn-Out Payment” and all Earn-Out Payments, collectively, the “Earn-Out Consideration”). (b) In the event that the Partnership shall issue any Common Units in satisfaction of an Earn-Out Payment, Buyer shall issue to Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued, and Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of such shares. The right to receive the Earn-Out Consideration shall be transferrable on a share-by-share basis by Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by Contributor pursuant to this Agreement are transferrable by Contributor; provided that Contributor and such transferees shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking to indemnify Buyer and its Affiliates in the event of any dispute by Contributor or any such transferee or other Affiliate of Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (c) Notwithstanding anything to the contrary herein, (i) Contributor shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in the event that, on a particular date, the 20-Day VWAP entitles Contributor to more than one Earn-Out Payment (each of which has not previously been paid), Contributor shall be entitled to receive each such Earn-Out Payment. (d) For purposes of this Agreement, “Liquidity Event Consideration” means the amount per share to be received by a holder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash considerat...

Earn-Out Consideration. (a) Buyer shall make a cumulative earn-out payment of up to $12,000,000 (the “Earn-Out Consideration”) to be paid in four equal installments, each payment of between zero and $3,000,000, as earned pursuant to this Agreement. This Agreement contemplates four earn-out periods (each, an “Earn-Out Period”), with the corresponding Adjusted EBITDA target ranges (each, an “EBITDA Target”) indicated in the below table. The Earn-Out Consideration payable with respect to any Earn-Out Period in which the EBITDA Target is achieved shall be scaled ratably between zero and $3,000,000 for each dollar of EBITDA achievement in excess of the minimum EBITDA Target, up to the maximum EBITDA Target for such Earn-Out Period. Specifically, if the Adjusted EBITDA with respect to any Earn-Out Period is greater than the minimum EBITDA Target for such Earn-Out Period, then the amount of Earn-Out Consideration payable with respect to such Earn-Out Period shall be equal to $3,000,000 multiplied by the quotient of (A) Adjusted EBITDA for such Earn-Out Period minus the minimum EBITDA Target for such Earn-Out Period, divided by (B) the difference between the maximum EBITDA Target for such Earn-Out Period, minus the minimum EBITDA Target for such Earn-Out Period; provided, that the Earn-Out Consideration payable with respect to any Earn-Out Period shall not be less than zero or greater than $3,000,000. Earn-Out Period Minimum / Maximum EBITDA Target Earn-Out Period One 52 weeks beginning the first full fiscal week following the Closing Date *CONFIDENTIAL* Earn-Out Period Two 52 weeks beginning after Earn-Out Period One *CONFIDENTIAL* Earn-Out Period Three 52 weeks beginning after Earn-Out Period Two *CONFIDENTIAL* Earn-Out Period Four 52 weeks beginning after Earn-Out Period Three *CONFIDENTIAL* (b) If the Business fails to fully achieve the EBITDA Target in any Earn-Out Period, any excess achievement of Adjusted EBITDA in the immediate following Earn-Out Period over such following Earn-Out Period’s EBITDA Target will be credited towards achievement of the prior Earn-Out Period shortfall (the “Earn-Out Catch-Up”). To qualify for the Earn-Out Catch-Up for Earn-Out Period Four, the Business must maintain Adjusted EBITDA in the 52-week period commencing immediately following Earn-Out Period Four in excess of *CONFIDENTIAL*. Any payment with respect to the Earn-Out Catch-Up will be made when determined pursuant to this Agreement. (c) Buyer shall prepare statements of income for the Business i...