Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”).
(b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If
(i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes.
(c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initi...
Earn-Out Payment. (a) The Shareholders shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following the end of the applicable Earn-Out Period, to be determined and paid in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (ii) to not fail to take any action that would be required by reasonable, skillful, prudent, and diligent business persons engaged in the independent operation of a business similar to the Business of Seller; and (iii) to allocate adequate resources to the achievement of the Earn-Out Threshold.
(b) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10.
(c) Promptly f...
Earn-Out Payment. If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows:
(a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, the Earn-Out Payment shall be zero dollars ($0); and
(b) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than the Earn-Out Target, the Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold.
(c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount of the Earn-Out Payment will be increased by the lesser of (i) the amount of the final calculation of Accrued Income Taxes solely with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For the avoidance of doubt, an illustrative example of the calculation of Adjusted EBITDA is set forth on Exhibit B-1.
Earn-Out Payment. (i) If Earn-Out Net Sales during the Earn-Out Period are less than $319,700,000 (the “Earn-Out Threshold”), then the Earn-Out Payment shall be zero dollars ($0);
(ii) If Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold but less than $426,300,000 (the “Earn-Out Target”), then the Earn-Out Payment shall be an amount equal to the product of: (1) $25,000,000 multiplied by (2) a fraction (x) the numerator of which shall be an amount equal to (i) Earn-Out Net Sales during the Earn-Out Period minus (ii) the Earn-Out Threshold and (y) the denominator of which shall be an amount equal to (1) the Earn-Out Target minus (2) the Earn-Out Threshold; and
(iii) If Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Target, then the Earn-Out Payment shall be $25,000,000.
Earn-Out Payment. As additional consideration for the Company Shares, at such times as provided in this Section 3(b) if the Calculation Period EBITDA is $5,000,000 AUD or more, Buyer shall pay to Seller an amount, if any (the “Earn-out Payment”), equal to (i)(A) the Calculation Period EBITDA; multiplied by (B) the Earn-out Multiple; minus (ii) the total of $6,500,000 AUD plus the Top Up EBITDA. In the event that the number produced by the formula above is negative, no payment shall be made. In no event shall Buyer be obligated to pay Seller more than Three Million Five Hundred Thousand Dollars ($3,500,000 AUD) in the aggregate for Earn-out Payment. The parties agree to release the Earn-out Payment from the Escrow Account and pay this amount to Seller pursuant to the terms and conditions of this Agreement and the Escrow Agreement.
Earn-Out Payment. (i) For the purposes of this Agreement, the "EARN-OUT PAYMENT" shall mean one and one-half percent (1 1/2%) of the Total Annual Net Sales in excess of U.S. $64,900,000. An Earn-Out Payment shall be payable to each Earn-Out Payee within ninety (90) days of the end of each fiscal year of the Subject Companies during the Earn-Out Period. For example, if such Total Annual Net Sales for a fiscal year are U.S. $65,900,000, each Earn-Out Payee shall receive U.S. $15,000.
(ii) Total Annual Net Sales shall be calculated on the basis of invoiced currency, which if not U.S. dollars, shall be converted to U.S. dollars in accordance with GAAP, using the conversion rate and methodology utilized in the preparation of Buyer's financial statements.
(iii) Buyer will determine the amount of the Earn-Out Payments with respect to each fiscal year during the Earn-Out Period, which determination will be reviewed by the independent accountant of the Subject Companies. No later than ninety (90) days after the end of each fiscal year of the Subject Companies during the Earn-Out Period, Buyer will deliver to the Earn-Out Payees (i) a certificate (the "EARN-OUT CERTIFICATE") setting forth Buyer's calculation of the Earn-Out Payments for such fiscal year, and (ii) the Earn-Out Payments payable to each Earn-Out Payee as reflected on the Earn-Out Certificate. Buyer will maintain, or cause the Subject Companies to maintain, complete and accurate books of account and records of the Subject Companies during the Earn-Out Period as is necessary to compute Total Annual Net Sales under this Agreement. The Earn-Out Payees and their representatives shall have the right, at reasonable times during business hours, to inspect, audit and make extracts from all of the records, files and books of the Subject Companies relating to the Earn-Out Payment (the "EARN-OUT RECORDS") for the purposes of verifying the amount of the consideration payable pursuant to this Section 2.3. All Earn-Out Records shall be subject to the confidentiality restrictions of the Restricted Parties set forth in Section 6.4, and each representative of the Earn-Out Payees who examines the Earn-Out Records shall agree in advance to be bound thereby.
(iv) The Earn-Out Payees shall have thirty (30) days from the receipt of the Earn-Out Payment to notify Buyer if they dispute the amount of the Earn-Out Payment. If Buyer has not received notice of any such dispute within such 30-day period, the Earn-Out Payment shall be final. If the E...
Earn-Out Payment. The Earn-out Payment payable by Buyer Parent to the Sellers in respect of each Earn-out Period shall be an amount equal to 50% of all Total Lenalidomide Net Sales during such Earn-out Period. For the purposes of this Section 2.7, the following definitions shall apply:
Earn-Out Payment. (a) For purposes of this Section 2.5:
Earn-Out Payment. (a) Within ten (10) Business Days after final determination of the Company’s Net Revenue recognized in the Calculation Period pursuant to Section 3.7(c), the Earn-Out Payment, if any, shall be remitted to the Members as follows:
(i) Twenty percent (20%) of the Earn-Out Payment shall be paid to Xxxxxxx X. Xxxxxxxxxx and eighty percent (80%) of the Earn-Out Payment shall be paid to Xxxxx Xxxxx.
(ii) Fifty percent (50%) of the Earn-Out Payment shall be paid in cash to Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxxx in accordance with their allocation percentage per Section 3.7(a)(i) by wire transfer of immediately available funds in accordance with written instructions that the Members have provided to the Purchaser at least three (3) Business Days prior to the date of such payment; and
(iii) Fifty percent (50%) of the Earn-out Payment shall be in the form of restricted common stock of the Purchaser (the “Earn-out Shares”), with the number of Earn-out Shares determined based upon the thirty (30) day VWAP of the Company’s common stock as of the 12-month anniversary of the Closing Date, issuable pursuant to the written instruction by Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxxx in accordance with their allocation percentage per Section 3.7(a)(i). The Company’s irrevocable instructions to its transfer agent to issue certificates for the Earn-out Shares shall be deemed issuance of such Earn-out Shares for purposes of this Agreement. The Members acknowledge that, because the Earn-out Shares constitute restricted common stock, they are not eligible for resale until the applicable holding period under Rule 144 has expired. The certificates for the Earn-out Shares shall bear restrictive legends consistent with the foregoing sale limitations. The Purchaser may require customary certifications and legal opinions from and on behalf of the holders of the Earn-out Shares concerning the availability of Rule 144 as a condition to authorizing the removal of such restrictive legends from the certificates representing the Earn-out Shares. Further, the Members acknowledge and agree that the Earn-out Shares are subject to the limitations on sale as set forth in Section 7.3 of this Agreement, and the limitations imposed by applicable securities laws generally.
(b) Within forty-five (45) days after the end of the Calculation Period, the Purchaser shall prepare and deliver to the Member Representative a written statement (the “Purchaser Net Revenue Statement”) setting forth in reasonable detail the...
Earn-Out Payment. (a) Commencing with the calendar quarter ending September 30, 2016 and continuing for each calendar quarter thereafter through the end of the Measurement Period, Purchaser shall, as soon as reasonably practicable after the end of such period, deliver to Seller its production report in substantially the same form that it provides to its producers, setting forth the aggregate Net Commissions and Fees for such period.
(b) Within 30 days after the end of the Measurement Period, Purchaser shall prepare and deliver to Seller a statement setting forth the Earn-Out Calculation Amount as determined by Purchaser in good faith in accordance with Section 2.1(b) and this Section 2.3 and consistent with the methodology set forth in Schedule 2.1(b) (the “Estimated Earn-Out Calculation Amount”).
(c) If Seller in good faith disagrees with Purchaser’s Estimated Earn-Out Calculation Amount, Seller may, within 30 days after receipt of such statement (the “Earn-Out Payment Objection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Earn-Out Payment Objection Notice”). The Earn-Out Payment Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, the basis of such disagreement and, if the disagreement relates to the calculation of amounts, Seller’s calculation of such amounts. If the Earn-Out Payment Objection Notice is not timely received by Purchaser within the Earn-Out Payment Objection Period, Seller shall be deemed to agree in all respects with the applicable Estimated Earn-Out Calculation Amount as prepared by Purchaser, and such calculation shall be final and binding on the Parties.
(d) If an Earn-Out Payment Objection Notice is timely received by Purchaser within the Earn-Out Payment Objection Period, the Parties shall, during the 20 days following Purchaser’s receipt of such notice, use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached, the Estimated Earn-Out Calculation Amount as so agreed shall be final and binding on the Parties. If the Parties are unable to reach such an agreement, Purchaser and Seller shall jointly retain the Accountant to resolve any remaining disagreements. Purchaser and the Seller Parties shall execute, if requested by the Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Accountant. Purchaser and Seller shall direct the Acc...
