Earn-Out Payment Clause Samples
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Earn-Out Payment. (a) The Earn-Out Amount, if any, due to the Company shall be paid by Purchaser (or one of its Affiliates) by wire transfer of same-day funds to an account designated by the Company no later than two (2) months following the day of final determination of such Earn-Out Amount in accordance with Section 2.03(b) and Section 2.03(c) below.
(b) Within ninety (90) calendar days after the end of each Earn-Out Period, Purchaser shall prepare and deliver to the Company a reasonably detailed statement (each, an “Earn-Out Statement”) setting forth a calculation of the Earn-Out Amount for such period together with reasonable supporting information. The Company may dispute the calculation of such Earn-Out Amount by providing written notice (an “Earn-Out Dispute Notice”) to Purchaser within thirty (30) calendar days of Purchaser’s delivery of the Earn-Out Statement to the Company. If the Company does not provide an Earn-Out Dispute Notice, such Earn-Out Statement shall be deemed final upon the end of such thirty (30) calendar days of Purchaser’s delivery of the Earn-Out Statement to the Company. An Earn-Out Dispute Notice shall identify each disputed item, specify the amount of such dispute and set forth in reasonable detail the basis for such dispute. Purchaser shall, and shall cause its Affiliates and Representatives to, provide the Company and its Representatives with reasonable access, information and assistance as may be reasonably requested by the Company in connection with its review of an Earn-Out Statement. In the event of any such disputes, Purchaser and the Company shall attempt, in good faith, to reconcile their differences (including providing information that is reasonably requested to the other party), and any resolution by them as to any disputed items shall be final, binding and conclusive on the Parties and shall be evidenced by a writing signed by Purchaser and the Company reflecting such resolution. If Purchaser and the Company are able to reach a resolution, such Earn-Out Statement shall be deemed final. If Purchaser and the Company are unable to reach such resolution within thirty (30) calendar days after the Company’s delivery of an Earn-Out Dispute Notice to Purchaser, then Purchaser and the Company shall promptly submit any remaining disputed items for final binding resolution to the Designated Accounting Firm. If any remaining disputed items are submitted to the Designated Accounting Firm for resolution, (i) each Party will furnish to the Design...
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. 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. (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. 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. (a) For purposes of this Section 2.5:
Earn-Out Payment. (a) Subject to the terms of this Section 2.6, Seller shall be eligible to receive an earn-out payment described in Section 2.6(b) if the Company achieves the statutory earnings target set forth below. Any such earn-out payment shall be calculated as of the Earn-Out End Date and payable in accordance with this Section 2.6.
(b) Buyer shall provide Seller written notice of Buyer’s calculation of the following amount (the “Earn-Out Payment”) within fifteen (15) days following the date on which the Company’s audited annual statutory financial statement for the calendar year ended on December 31, 2023 is filed with the Insurance Regulator in the Company’s domiciliary jurisdiction: (i) if the Company Statutory Earnings do not exceed $15,250,000, zero; (ii) if the Company Statutory Earnings exceed $15,250,000 but are less than $16,500,000, an amount equal to the product of (y) the Prorated Portion and (z) $12,500,000; and (iii) if the Company Statutory Earnings equal or exceed $16,500,000, $12,500,000. The Earn-Out Payment, if any, will be payable to Seller by wire transfer of immediately available funds to bank account designated by Seller no later than the fifth (5th) Business Day following the notice delivered by Buyer pursuant to this Section 2.6(b).
(c) Notwithstanding anything herein to the contrary, to the extent that Buyer is entitled to payment of Indemnifiable Losses under Article IX, on or prior to the Earn-Out Payment date, Buyer may deduct the amount of such Indemnifiable Losses from the Earn-Out Payment payable by Buyer to Seller up to the Earn-Out Payment.
(d) Buyer shall provide its documentation in support of its calculation of the Earn-Out Payment to the Seller at the time of its notice to the Seller of its calculation delivered under Section 2.6(b), and the Seller shall have thirty (30) days from the date of receipt of such Earn-Out Payment or such notice, as the case may be, to deliver written notice of its objections to the calculation of the Earn-Out Payment, specifying in reasonable detail the basis for the objections. If Seller does not timely object, Buyer’s calculation of the Earn-Out Payment shall be binding and conclusive. If the Seller objects on a timely basis, the calculation of the Earn-Out Payment shall not be binding and conclusive, and Buyer and the Seller shall negotiate in good faith to resolve the Sellers’ objections. If Buyer and Seller resolve such objections, the amount they
(e) Any increase or decrease in the Earn-Out Paym...
Earn-Out Payment. Following the Closing and in addition to the Merger Consideration Shares, PubCo shall issue an aggregate of up to 10,000,000 PubCo Ordinary Shares (which number shall be appropriately adjusted in accordance with Section 2.8, the “Earn-out Shares”) to the Company Shareholders who hold Company Shares as of immediately prior to the Initial Merger Effective Time on a pro rata basis and as follows:
Earn-Out Payment. If, at the end of the three (3) year period commencing on the first trading day of the REIT Common Stock on the New York Stock Exchange (the “First Trading Date”) and ending on the Earn-Out Determination Date (as defined below), the percentage change in the price per share of the REIT Common Stock from the First Trading Date to and including the Earn-Out Determination Date (the “Earn-Out Period”) is greater than the percentage change in the FTSE NAREIT All REIT Index (the “REIT Index”), whether such percentage change is positive, negative or zero (i.e., the REIT outperforms the REIT Index), during the Earn-Out Period by three percent (3%) (the “Earn-Out Condition”), the Contributors, collectively, shall receive a number of OP units (the “Earn-Out OP Units”) equal to $15,000,000, divided by the IPO Price (the “Earn-Out Payment”), which Earn-Out Payment will then be multiplied by the Adjustment Factor (as defined in the Operating Partnership Agreement) to determine the number of Earn-Out OP Units. The “Earn-Out Determination Date” shall be the third anniversary date of the First Trading Date (the “Third Anniversary Date”); provided, however, that if the Third Anniversary Date is not a trading day on the New York Stock Exchange, the first trading day on the New York Stock Exchange following the Third Anniversary Date shall be the “Earn-Out Determination Date. In determining whether the Earn-Out Condition has been met, the change in the price per share of the REIT Common Stock shall be adjusted to take into consideration the occurrence of any events described in the definition of Adjustment Factor.”
Earn-Out Payment. (a) Subject to the applicable Earn Out Cap (as defined below), as part of the Post-Closing Merger Consideration, the Stockholders will be entitled to an earn out payment (each an “Earn Out Payment” and, collectively, the “Earn Out Payments”) if the Company, the Surviving Corporation, or any Affiliate of Parent enters into an agreement with (1) *, (2) *, (3) *, (4) *, (5) *, (6) *, (7) *, or (8) *, in each case for the operation and/or management of any of its correctional facilities (each an “Earn Out Agreement”) at any time during the period commencing upon execution of this Agreement and ending six months after the Effective Time (the “Qualification Period”); provided, however, that solely with respect to *, the Stockholders will not be entitled to receive, and neither Parent nor its Affiliates will be obligated to pay, any Earn Out Payment if * issues a request for proposal to any one or more Persons prior to or during the Qualification Period. Promptly upon executing an Earn Out Agreement during the Qualification Period, either the Company or Parent, as the case may be, shall deliver to Parent or the Stockholder Representative, respectively, written notice setting forth the terms and conditions of such Earn Out Agreement. The amount of each Earn Out Payment shall be as follows: (x) for an Earn Out Agreement with *, *, *, *, *, * or *, the Earn Out EBITDA, and (y) for an Earn Out Agreement with *, the * EBITDA; provided, however, that in no event shall the * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the C...