Common use of Earn-Out Consideration Clause in Contracts

Earn-Out Consideration. (a) If the consolidated earnings before taxes (the "EBT") of Newco, 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 and decreased by the amount of UniCapital corporate overhead allocated to Newco for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 ("Adjusted 1997 EBT"), then the Partners shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

Appears in 1 contract

Samples: Purchase Agreement (Unicapital Corp)

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Earn-Out Consideration. (a) If the consolidated earnings before taxes (the "EBT") of Newco, 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 beginning on January 1, 1998 through and ending on the Closing Date Date, and decreased by the amount of UniCapital corporate overhead allocated to Newco the Company for the period from beginning on the Closing Date through and ending on December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco the Company for the twelve months ending December 31, 1997, 1997 inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Partners Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

Earn-Out Consideration. (a) If the consolidated earnings before taxes (the "EBT") of Newco, 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 beginning on January 1, 1998 through and ending on the Closing Date Date, and decreased by the amount of UniCapital corporate overhead allocated to Newco the Company for the period from beginning on the Closing Date through and ending on December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco the Company for the twelve months ending December 31, 1997, 1997 inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Partners Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

Earn-Out Consideration. (a) If the consolidated earnings before taxes (the "EBT") of Newco, 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 and decreased by the amount of UniCapital corporate overhead allocated to Newco the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on in Schedule 2.5 ("Adjusted 1997 EBT"), then the Partners Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

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Earn-Out Consideration. (a) If the consolidated earnings before taxes (the "EBT") of Newco, the Company for the twelve months ending December 31, 1998, 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 and decreased by the sum of (i) amount of UniCapital corporate overhead allocated to Newco the Company for the period from the Closing Date through December 31, 1998 and (ii) $1,000,000 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 ("Adjusted 1997 EBT"), then the Partners Stockholder shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.;

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

Earn-Out Consideration. (a) If the consolidated earnings before taxes (the "EBT") of Newco, 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 and decreased by the amount of UniCapital corporate overhead allocated to Newco the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Partners Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

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