Earn-Out Determination Sample Clauses

Earn-Out Determination. (a) If for the first full twelve (12) calendar month period following the Effective Time (the “Earn Out Period”) the EBITDA of the Acquired Business is equal to or less than Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), then Parent shall not be obligated to pay the Stockholders any Earn Out Payment. (b) If for the Earn Out Period, the EBITDA of the Acquired Business is greater than Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), then Parent shall be obligated to pay the Stockholders additional merger consideration in an amount of the difference between the EBITDA of the Acquired Business and Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000) multiplied by eight (8) (the “Earn Out Payment Amount”). The portion of the Earn Out Payment Amount payable to each Stockholder shall be the Earn Out Payment Amount multiplied by each Stockholder’s Ownership Percentage (the “Per Share Earn Out Payment”). Subject to Sections 4.01(c), 4.01(d) and 4.01(e) below with regard to the cash portion of the Earn Out Payment, the first Forty-Two Million Dollars ($42,000,000) of any Earn Out Payment Amount will be payable (i) one-half in cash within three (3) business days after the Earn Out Determination Date, which shall be paid by Parent to each Stockholder by wire transfer of immediately available funds pursuant to wire transfer instructions received from such Stockholder and (ii) one-half in Parent Preferred Stock within five (5) business days after the Earn Out Determination Date, which Parent shall cause to be issued a duly authorized and validly issued certificate representing such Parent Preferred Stock and delivered to such Stockholder to its then-current mailing address. Any Earn Out Payment Amount exceeding Forty-Two Million Dollars ($42,000,000) shall be payable pursuant to the above-referenced time periods in a mixture of cash and Parent Preferred Stock to be determined in Parent’s sole discretion. Notwithstanding anything in this Section 4.01(b) to the contrary, in the event the holders of Parent’s Common Stock approve the Conversion Approval Proposal prior to the expiration of the Earn Out Period, then the capital stock component of any Earn Out Payment hereunder shall be paid in shares of Parent’s Common Stock and not in shares of Parent’s Preferred Stock. (c) Notwithstanding anything in Section 4.01(b) above to the contrary, the parties acknowledge and agree that, with regard to the cash portion of the E...
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Earn-Out Determination a. As promptly as practical after the end of an Earn-Out Period, but not later than 90 calendar days after the last day of the applicable Earn-Out Period, Buyer will prepare and deliver, or cause to be prepared and delivered, to the Seller Representative, a written statement setting forth (i) the Buyer’s calculation (supported by a breakdown in reasonable detail) of EBITDA for such Earn-Out Period, and (ii) based upon Buyer’s calculation of EBITDA, the applicable Earn-Out Payment owing with respect to such Earn-Out Period (each, an “Earn-Out Statement”). NAI- 1516168830v14
Sample 1
Earn-Out Determination. (i) After each Earn-Out Period, but in no event later than ninety (90) days after each such Earn-Out Period, Buyer shall deliver to Seller a proposed calculation of Core EBITDA for such Earn-Out Period (the “Proposed Core EBITDA”). (ii) If Seller does not give written notice of dispute (the “Dispute Notice”) to Buyer within thirty (30) days of receiving the Proposed Core EBITDA for the applicable Earn-Out Period, then the Proposed Core EBITDA for such Earn-Out Period shall be the Core EBITDA for the applicable Earn-Out Period. (iii) If Seller does give a Dispute Notice to Buyer (which Dispute Notice must set forth, in reasonable detail, (x) the items and amounts in dispute and an alternative amount for each such disputed item and (y) a calculation by Seller of the Core EBITDA for such Earn Out Period) within such 30-day period, Buyer and Seller will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the Dispute Notice from Seller. (iv) The only basis on which Seller may dispute any matter in the Proposed Core EBITDA are: (1) the inaccuracy of such matter, whether factually or numerically, or (2) the Proposed Core EBITDA, or any element thereof, or both, are not prepared as provided in this Agreement. (v) If Buyer and Seller do not obtain a final resolution within such 30-day period, then the items in dispute shall be submitted immediately to the Accounting Referee. Any retainer charged by the Accounting Referee shall be advanced 50% by Buyer and 50% by Seller and any such paid retainer shall be accounted for in the manner described in Section 2.8(e). The Accounting Referee shall be required to render a determination of the applicable dispute within forty-five (45) days after referral of the matter to the Accounting Referee, which determination must be in writing and must set forth, in reasonable detail, the basis therefore. The determination of such Accounting Referee shall be conclusive and binding upon Buyer and Seller. Buyer will revise the Proposed Core EBITDA as appropriate to reflect the resolution of any objections thereto pursuant to Section 2.9(a)(ii) and shall pay such amounts to Seller within five (5) days after such final determination pursuant to the terms of this Agreement. (vi) In the event Buyer and Seller submit any unresolved objections to an Accounting Referee for resolution as provided in Section 2.9(a)(v) above, Buyer and Seller will share responsibility for the fees and expense...
Sample 1
Earn-Out Determination. As used herein, “Earn-out Determination” means, as applicable, (A) Seller’s acceptance or deemed acceptance of Purchaser’s determination of whether any potential Earn-out Payment has accrued to, or has been earned by Seller, or (B) the Independent Accountant’s determination as to whether any Earn-out Payment has accrued, pursuant to the preceding paragraph.
Sample 1
Earn-Out Determination. As promptly as practicable after the Adjusted EBITDA is computed for each of calendar 2017 and 2018, as applicable, but in no event later than March 31, 2018 or March 31, 2019, respectively, Buyer shall prepare and deliver to the Seller Representative a statement setting forth its calculation of the applicable Earn-Out Payment (each, an "Earn-Out Statement") and a certificate of the Chief Financial Officer of Buyer that the Earn-Out Statement was prepared in accordance with the definition of Adjusted EBITDA set forth herein. (b)
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Earn-Out Determination 
Sample 1

Related to Earn-Out Determination

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Interest Determination Dates The interest rate applicable to a Floating Rate Note for an Interest Reset Period commencing on the related Interest Reset Date will be determined by reference to the applicable Interest Rate Basis as of the particular “Interest Determination Date”, which will be: (1) with respect to the Federal Funds Open Rate—the related Interest Reset Date; (2) with respect to the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate—the Business Day immediately preceding the related Interest Reset Date; (3) with respect to the CD Rate and the CMT Rate—the second Business Day preceding the related Interest Reset Date; (4) with respect to the Constant Maturity Swap Rate—the second U.S. Government Securities business day preceding the related Interest Reset Date, provided, however, that if after attempting to determine the Constant Maturity Swap Rate, such rate is not determinable for a particular Interest Determination Date, then such Interest Determination Date shall be the first U.S. Government Securities business day preceding the original interest determination date for which the Constant Maturity Swap Rate can be determined; (5) with respect to LIBOR—the second London Banking Day (as defined below) preceding the related Interest Reset Date; and (6) with respect to the Treasury Rate—the day of the week in which the related Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (i.e., Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the Interest Determination Date will be the preceding Friday. The Interest Determination Date pertaining to a Floating Rate Note, the interest rate of which is determined with reference to two or more Interest Rate Bases, will be the latest Business Day which is at least two Business Days before the related Interest Reset Date for the applicable Floating Rate Note on which each Interest Reset Basis is determinable. “London Banking Day” means a day on which commercial banks are open for business (including dealings in the LIBOR Currency) in London.

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Indemnification Determinations Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

  • Eligibility Determination EOHHS will have sole authority for determining whether individuals or families meet any of the eligibility criteria and therefore are eligible to enroll in a Health Plan.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Supervisory Differential Adjustment The Appointing Officer shall adjust the compensation of a supervisory employee whose compensation grade is set herein subject to the following conditions:

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