Earn-Out Payment. (a) Seller shall be entitled to receive a payment (an “Earn-Out Payment”), payable following the end of the applicable Earn-Out Period, to be determined in accordance with this Section 1.9 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule and paid as follows: (i) Fifty percent (50%) of the Earn-Out Payment shall be paid in cash (the “Cash Portion”); and (ii) Fifty percent (50%) of the Earn-Out Payment shall be paid in shares of the Company’s 10% Series A Cumulative Preferred Stock (the “Stock Portion”), with such number of shares to be computed based on a per share price equal to the volume weighted average price of the Company’s 10% Series A Cumulative Preferred Stock on the Nasdaq Global Market during the thirty (30) consecutive trading days ending on the trading day prior to the applicable payment date, rounded up to the nearest whole share. (b) In the event the Acquired Business achieves 100% of the Adjusted EBITDA Target for the twelve (12) month period ending on May 17, 2025 (the “First Earn-Out Period”), the Earn-Out Payment shall be $1,500,000. In the event the Acquired Business achieves 100% of the Adjusted EBITDA Target for the twelve (12) month period ending on May 17, 2026 (the “Second Earn-Out Period” and together with the First Earn-Out Period, each an “Earn-Out Period”), the Earn-Out Payment shall be an additional $1,500,000. In order for Seller to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Adjusted EBITDA 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 7 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 Adjusted EBITDA Target exceeds the Earn-Out Threshold but is below 120% of the Adjusted EBITDA Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $4,140,000 (the “Maximum Earnout”). Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and Seller. 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 bu...
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:
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);
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. (a) Creative Data will be entitled to an earn-out payment if the XX Xxxxx Profit (on a stand alone basis) for the 12 month period beginning on January 1, 1998 and ending December 31, 1998 (the "Earn-Out Period") exceeds $5,162,000 (the "CD Benchmark"). The earn-out payment will be equal to the excess of the XX Xxxxx Profit for the Earn-Out Period over the CD Benchmark, multiplied by 2.5, up to a maximum of $1,250,000. For purposes of the calculation of the earn-out payment, the XX Xxxxx Profit will be based upon the operations of Creative Data (without DB) from January 1, 1998 to the Closing Date and of the Purchaser from the Closing Date to December 31, 1998, utilizing the assets purchased from Creative Data (and not DB) and the liabilities of CD assumed hereunder and the integration plan detailed on Exhibit H hereto (the "XX Xxxxx Profit"), and the parties hereto acknowledge that reference to XX Xxxxx Profit in connection with a determination of the earn-out payment refers to such operations, and not the operations of the Seller after the Closing Date. Both XX Xxxxx Profit and XX Xxxxx Profit will be calculated in accordance with GAAP on a basis consistent with Seller's audited historical financial statements and Seller's 1998 budget, subject to the adjustments and modifications more particularly set forth in Section 2.6(d). The Purchaser and Vestcom shall not, without the Seller's prior written consent which shall not be unreasonably withheld or delayed and except as set forth in the Integration Plan or the other Schedules and Exhibits hereto, sell, merge, consolidate or otherwise transfer all or any portion of the stock of the Purchaser or all or any portion of the Purchased Assets (except in the ordinary course of business), or otherwise engage in any transaction not in the ordinary course of business prior to expiration of the Earn-Out Period. Notwithstanding the grant of a security interest to Vestcom and the Purchaser to secure the indemnification obligations, the Seller and the Principals agree that Vestcom and the Purchaser are under absolutely no obligation to foreclose first or to exercise any remedies in any order. It is acknowledged that due to the subordinated nature of the security interests, it is unlikely that Vestcom or the Purchaser would exercise those remedies first. Vestcom and the Purchaser may seek relief under the Escrow Agreement and/or directly against any or all Indemnifying Parties prior to or simultaneously with the exercise ...
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. Following the Closing and upon the occurrence of the Earn-out Event, in addition to the Merger Consideration Shares, PubCo shall issue a one-time issuance of 20,000,000 PubCo Ordinary Shares (which number shall be appropriately adjusted in accordance with Section 2.7, the “Earn-out Shares”) to the Holdco Shareholders who hold Holdco Shares as of immediately prior to the Initial Merger Effective Time on a pro rata basis.
Earn-Out Payment. (a) As promptly as practicable but in any event within fifteen (15) Business Days following the date that is the twenty-four (24) month anniversary of the Closing Date (the “Measurement Date”), the Buyer will prepare and deliver to the Seller Representative a statement (the “Preliminary Earn-Out Statement”) setting forth in reasonable detail the Buyer’s good faith calculation of the Monthly Recurring Revenue of the Business. The Preliminary Earn-Out Statement will be prepared in good faith by the Buyer based on the books and records of the Business.
Earn-Out Payment. (a) Buyer shall pay or cause to be paid to Sellers an additional payment (each, an “Earn-Out Payment”), as and to the extent provided in this Section 1.04, in respect of CC Net Revenues (as defined below) of Buyer or its Affiliates during each Earn-Out Period (as defined below). As used herein each “Earn-Out Payment” shall be computed as follows (provided, however, that each dollar amount referenced below shall be reduced by fifty percent (50%) in the case of the Third Earn-Out Period (as defined below)): In respect of CC Net Revenues during the then-applicable Earn Out Period: The Earn-Out Payment on each such tranche of CC Net Revenues shall be equal to:
