Earn-Out Payment. If EBITDA for the year beginning on January 1, 2010 and ending on the First Earn-Out Date exceeds the Initial EBITDA Target, the Purchaser shall pay, or cause to be paid, the First Earn-Out Payment for such year to the Earn-Out Recipient. If EBITDA for the year beginning on January 1, 2010 and ending on the First Earn-Out Date exceeds the Additional EBITDA Target, the Purchaser shall pay, or cause to be paid, the Additional Earn-Out Payment for such year to the Earn-Out Recipient. The First Earn-Out Payment and Additional Earn-Out Payment shall be payable to the Earn-Out Recipient five (5) Business Days following the earliest to occur of (w) the thirty-first day after receipt of the Earn-Out Report for the fiscal year ending December 31, 2010 without the Earn-Out Recipient notifying the Purchaser that the Earn-Out Recipient objects to the computation of EBITDA set forth in such Earn-Out Report, (x) the date on which the Earn-Out Recipient shall have given the Purchaser notice to the effect that the Earn-Out Recipient has no objection to the computation of EBITDA set forth in the Earn-Out Report for the fiscal year ending December 31, 2010, (y) the date as of which the Purchaser and the Earn-Out Recipient reach a settlement in accordance with Section 1.4, and (z) the date as of which the Purchaser and the Earn-Out Recipient shall have received the determination of the Arbitrating Accountant in accordance with Section 1.4 (the “First Earn-Out Payment Date”). If EBITDA for the fiscal year ended December 31, 2010 is less than the Initial EBITDA Target, the Earn-Out Recipient shall not be entitled to the First Earn-Out Payment or Additional Earn-Out Payment.
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. 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) 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. 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 in addition to the Merger Consideration Shares, PubCo shall issue an aggregate of up to 15,000,000 PubCo Ordinary Shares (which number shall be appropriately adjusted in accordance with Section 2.8, 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 and as follows:
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. Subject to the terms and conditions hereof, if Adjusted EBITDA equals or exceeds the Adjusted EBITDA Target for the Earn Out Period, then the Sellers shall be entitled to an additional payment from Buyer for the Earn Out Period in an amount equal to the Maximum Earn Out Payment; provided, however, that for each dollar ($1.00) that Adjusted EBITDA for the Earn Out Period is less than the Adjusted EBITDA Target, the Maximum Earn Out Payment will be reduced by seven dollars and fifty cents ($7.50). The final amount, if any, of any additional payment owed by the Buyer to the Sellers under this Section 1.4 shall hereinafter be referred to as the “Earn Out Payment.”
Earn-Out Payment. (a) During ****, up to an additional **** will be payable by INTERSHOP to the Selling Stockholder (the "Earn-Out Payment"), contingent upon the Gross Revenues and Net Income/Loss of the Intershop Professional Services U.S. (East) (that professional services entity located in Melville, New York) recognized in fiscal year 1999 and calculated in accordance with the following procedures:
