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:
(i) If the Company’s Adjusted EBITDA for the year ending December 31, 2010 or the year ending December 31, 2011 (“2010 Earn-out EBITDA”) is equal to or greater than $27,000,000 (the “First Target”), based on the Company’s audited consolidated financial statements for the year ending December 31, 2010 or the year ending December 31, 2011, as applicable, the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate of Three Million (3,000,000) Units (the “First Earn-Out”). In the event that the 2010 Earn-out EBITDA is less than the First Target but greater than $23,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the First Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $23,000,000 divided by $4,000,000.
(ii) If the Company’s Adjusted EBITDA for the year ending December 31, 2011 or the year ending December 31, 2012 (“2011 Earn-Out EBITDA”) is equal to or greater than $45,000,000 (the “Second Target”), as set forth in the Company’s audited consolidated financial statements for the year ending December 31, 2011 or the year ending December 31, 2012, as applicable, the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate of an additional Four Million (4,000,000) Units (the “Second Earn-Out”). In the event that the 2011 Earn-out EBITDA is less than the Second Target but greater than $32,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the Second Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $32,000,000 divided by $13,000,000. The Parties hereby agree the Earn-Out Payment under this Section 3.6 will not exceed Seven Million (7,000,000) Uni...
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. 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. EBITDA TARGETS AND CALCULATIONS
Earn-Outs. (a) The parties hereto acknowledge and agree that (i) the Company may, in the future, owe Earn-Outs to the applicable third parties identified on Schedule EO (each, an “Earn-Out Seller”) pursuant to written agreements with the Earn-Out Sellers which agreements are identified on Schedule 3.13(a)(vii) (each, an “Earn-Out Agreement”) and (ii) except as otherwise expressly set forth in Section 6.16(d), the Earn-Outs, if and when due, shall be satisfied in full from the Earn-Out Escrow Account.
(b) As promptly as reasonably practical, but in any event at least fifteen (15) Business Days before the date (the “Earn-Out Due Date”) that the Company is required to provide its calculation of the Earn-Out payment (each such payment, an “Earn-Out Payment”) to the applicable Earn-Out Seller, the Purchaser shall provide to or make available to the Seller Representative all of the books, records and other documents (including work papers) within the possession of the Parent or its Subsidiaries necessary for Seller Representative or his agents to calculate the Earn-Out Payment. Except to the extent that disclosure is required by the applicable Earn-Out Agreement, all such books, records and other documents (including work papers) shall be treated as Confidential Information pursuant to Section 6.8. At least five (5) Business Days before the Earn-Out Due Date, the Seller Representative shall provide to the Purchaser its calculation of the applicable Earn-Out Payment (the “Earn-Out Calculation”) accompanied by information sufficient to support the calculation of such Earn-Out Payment, which shall not show an Earn-Out Payment that is greater than the maximum amount that can be owed at that time to the applicable Earn-Out Seller pursuant to the applicable Earn-Out Agreement. No later than the Earn-Out Due Date, the Seller Representative shall provide to the applicable Earn-Out Seller its calculation of the applicable Earn-Out Payment accompanied by information required to be provided pursuant to the applicable Earn-Out Agreement. The Seller Representative and the applicable Earn-Out Seller shall then proceed to determine the amount of such Earn-Out Payment pursuant to the procedures set forth the applicable Earn-Out Agreement.
(c) Subject to Section 6.16(d) and Section 6.16(e), upon the Earn-Out Seller and the Seller Representative agreeing in writing in a form reasonably acceptable to the Purchaser that the Earn-Out Calculation accurately reflects the Earn-Out Payment require...
Earn-Outs. SB&S shall be entitled to be paid the earn outs ("EARN OUTS") as set forth below:
(i) Annual Earn Out. SB&S shall be entitled to an earn out payment with respect to each of the fiscal years ending June 30, 2005, 2006 and 2007 (each, an "ANNUAL EARN OUT") in which Gross Profit (as defined) for such year is $3,000,000 or more. The Annual Earn Out payable with respect to each such year shall be equal to (A) $100,000 if Gross Profit during such year is equal to or between $3,000,000 and $3,500,000, (B) $175,000 if Gross Profit during such year is equal to or between $3,500,001 and $3,750,000 ($4,000,000 with respect to the years ending June 30, 2006 and 2007) and (C) $250,000 if Gross Profit during such year is equal to or greater than $3,750,001 ($4,000,001 with respect to the years ending June 30, 2006 and 2007).
Earn-Outs. 7.3.1 Section 1.1 (Defined Terms) shall be amended to add the following definition in its correct alphabetical order Earn-Out Obligations: all obligations of any Loan Party consisting of earn-outs related to the performance of an entity, or a division or line of business, acquired in connection with a Permitted Acquisition; provided, that such obligations shall be calculated in accordance with GAAP.
Earn-Outs. In addition to the Purchase Price, under certain circumstances, as further described in Section 9 hereof, the Buyer may be required to pay to the Seller certain additional amounts.
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:
(i) 2,333,333 of the Share Price Earn Out Shares upon the occurrence of Triggering Event I (the “$12.50 Earn Out Shares”);
(ii) 1,944,444 of the Share Price Earn Out Shares upon the occurrence of Triggering Event II (the “$15.00 Earn Out Shares”); and
(iii) 1,666,667 of the Share Price Earn Out Shares upon the occurrence of Triggering Event III (the “$17.50
