Earn-Outs. The Company shall issue to the Initial Members and JDI (pro rata in accordance with their respective percentages set forth opposite their names under the heading “Earn-Out Sharing Percentage” on Schedule I (the “Earn-Out Sharing Percentages”)) up to an aggregate of Seven Million (7,000,000) Units (the “Earn-Out Payment”) upon the Company meeting certain performance targets as follows:
Earn-Outs. EBITDA TARGETS AND CALCULATIONS
Earn-Outs. Pay or otherwise advance, directly or indirectly, any fees, amounts, distributions, payment or other distribution of assets, properties, cash, rights, earn-outs or obligations to NSN or its Subsidiaries in connection with the MAA when the Borrower is not compliant with Section 6.12 or an Event of Default exists and is continuing or would or could result from the making of such payment.
Earn-Outs all earn-outs and similar deferred consideration that is paid in cash during such Rolling Period pursuant to any acquisition of Holdings or its Subsidiaries that was consummated during or prior to such Rolling Period. $
Earn-Outs. Fund any earn-out payable in respect of the MC Assembly Acquisition with the proceeds of any Indebtedness other than the Term Loan B.
Earn-Outs. If the Closing of the Contribution Transaction with respect to any Existing Property occurs prior to the Closing of the Contribution Transaction with respect to any other Existing Property, then the Contribution Value for each Existing Property that closes prior to the last Closing of all of the Existing Properties shall be paid and calculated in accordance with the terms of Section 2.2(b)(i) hereof and as if this Agreement had been terminated with respect to all of the “Premium Properties” (as hereinafter defined) for which Closings have not yet then occurred. As used herein, the term “Premium Properties” shall mean, collectively, all of the Existing Properties other than the Property owned by Clarita LLC. In such event, the parties agree that upon the last Closing of all of the Existing Properties (or the termination of this Agreement with respect to the last of the Premium Properties that have not yet closed), the Contribution Value for each Existing Property that previously closed shall be recalculated as of the Closing of the Contribution Transaction for such Existing Property in accordance with the terms of Section 2.2(b)(i) hereof and Transferee shall pay or deliver the amount by which such recalculated Contribution Value for such Existing Property exceeds the Contribution Value previously paid for such Existing Property as provided above.
Earn-Outs. (i) The Company Securityholders shall be entitled to two earn-out payments from Parent based on the growth of Company Revenue over two successive three-year periods immediately following the Earn-Out Start Date (as defined below) (such three-year periods the “First Earn-Out Period” and the “Second Earn-Out Period”, respectively, and collectively the “Earn-Out Periods”). The First Earn-Out Period shall commence on the Closing Date, and end on the last day (the “First End Date”) of the thirty-sixth month following the Closing Date. The Second Earn-Out Period shall commence on the first day of the thirty-seventh month following the Closing Date, and end on the last day of the seventy-second month following the Closing Date (the “Second End Date”, and together with the First End Date, the “End Dates”). As used herein, “
Earn-Outs. This Annex A sets forth the agreement and understanding of the parties with respect to additional contingent purchase price payments as part of the total Purchase Price to be paid to Seller, subject to the terms and conditions of this Agreement and this Annex A. The terms and conditions of the Agreement are incorporated into this Annex A in all respects.
Earn-Outs. Buyer shall make periodic payments to Sellers based on Buyers’ revenue stream from sales of Products for the remainder of 2014, as follows:
Earn-Outs. (a) Subject to the terms and conditions of this Section 1.11, following the Closing, and as additional consideration for the Second Merger, within five (5) Business Days after the occurrence of a Triggering Event, New Pubco shall issue to each Company Stockholder identified on the Allocation Schedule (the “Share Price Earn Out Recipient”), the following amount of Share Price Earn Out Shares (which shall have a customary Securities Act restrictive legend) in accordance with such Company Stockholder’s respective Pro Rata Share:
