Earnout Adjustment Sample Clauses

Earnout Adjustment. The Parties acknowledge that BII anticipates filing with the Securities Exchange Commission (“SEC”) a Form 10 for the registration of the common stock of BII pursuant to Section 12(b) of the Exchange Act (the “Registration Statement”). BII shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC on or before December 31, 2018 (the “Registration Deadline”). During the one-year period beginning on the date that the Registration Statement is declared effective by the 2461972v.6 SEC and ending on the one-year anniversary thereof (the “Earnout Period”), BII and LegatumX shall cooperate with each other, in good faith, in order to determine a mutually-agreeable manner and timing for LegatumX to sell the BII Stock (the “Earnout Period Sales”). If LegatumX realizes gross proceeds on the Earnout Period Sales equal to or exceeding Two Million Three Hundred Thousand (USD $2,300,000) Dollars, BII shall receive additional shares of LegatumX’s common stock equal to Five (5%) percent of the outstanding capital stock LegatumX on a Fully- Diluted Basis (the “Lower Threshold Earnout Shares”). Alternatively, if LegatumX realizes gross proceeds on the Earnout Period Sales equal to or exceeding Ten Million One Hundred Thousand (USD $10,100,000) Dollars, BII shall receive additional shares of LegatumX’s common stock equal to Ten (10%) percent of the outstanding capital stock LegatumX on a Fully- Diluted Basis (the “Higher Threshold Earnout Shares”, and together with the Lower Threshold Earnout Shares, the “Earnout Shares”).
Sample 1
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Earnout Adjustment. Earnout. The Earnout Amount will be reduced (and, for greater certainty, such reduction may result in a nil amount) in accordance with this Section 2.8 if the Corporation does not achieve the Earnout Target during the period from the Closing Date until the date that is the third anniversary of the Closing Date (the “Earnout Period”).
Sample 1
Earnout Adjustment. During each of the three calendar years beginning on January 1, 2003 and ending on December 31, 2005 (the “Earnout Period”), the Purchase Price shall be adjusted annually in accordance with the amount by which the Sales (as defined in Section 2.8(d)) during such calendar year vary from the sales minimum and the sales target agreed upon by the Buyer and Seller as set forth in this Section 2.8 (the “Earnout Adjustment”). During the one year period beginning on January 1, 2003 and ending on December 31, 2003 (“Earnout Year 1”), the sales minimum is $20,000,000.00 of Sales (“Year 1 Sales Minimum”) and the sales target is $23,500,000.00 of Sales (“Year 1 Sales Target”). During the one year period beginning on January 1, 2004 and ending on December 31, 2004 (“Earnout Year 2”), the sales minimum is $20,000,000.00 of Sales (“Year 2 Sales Minimum”) and the sales target is $25,800,000.00 of Sales (“Year 2 Sales Target”). During the one year period beginning on January 1, 2005 and ending on December 31, 2005 (“Earnout Year 3”), the sales minimum is $20,000,000.00 of Sales (“Year 3 Sales Minimum”) and the sales target is $28,380,000.00 of Sales (“Year 3 Sales Target”). Each of the one year periods beginning on January 1st and ending on December 31st shall be referred to as an “Earnout Year.”
Sample 1
Earnout Adjustment. Any Earnout Adjustment under Section 2.8 shall not give rise to a claim for indemnification by Buyer Indemnities against Seller under Section 13.2 or 13.4 or to a claim for indemnification by Seller Indemnities against Buyer under Section 15.3.
Sample 1
Earnout Adjustment. The Parties acknowledge and agree that the Conversion Rate of the OP Units issued to the Contributor at the Closing (as may be subsequently transferred by Contributor pursuant to a Permitted Transfer) shall be subject to an upward adjustment based on achieving certain Earnout Adjustment Milestones related to AFFO and AUM as set forth in the Operating Partnership Agreement.
Sample 1
Earnout Adjustment. The Purchaser or Xxxxx Plastics shall pay, or cause to be paid, to each Shareholder its respective Proportionate Percentage of the Earnout Amount payable with respect to such period, if any, no later than 15 Business Days following delivery of the Net Sales Statement; PROVIDED, HOWEVER, in the event that the parties determine at any time that Net Sales during a period has exceeded the minimum threshold amount for such period that would result in an Earnout Amount being payable, the Purchaser or Xxxxx Plastics shall pay the Earnout Amount payable with respect to such minimum threshold amount promptly after such determination has been made (which would be an advance towards the aggregate Earnout Amount payable for such period following delivery of the Net Sales Statement). Such amounts shall be payable by wire transfer of immediately available funds to an account designated by such Shareholder. NET SALES FOR THE 12-MONTH PERIOD: EARNOUT AMOUNT Beginning on May 1, 2001 and ending on April 30, 2002: $7,000,000 or greater $1,000,000 at least $5,600,000 but less than $7,000,000 $500,000 less than $5,600,000 $0 Beginning on May 1, 2002 and ending on April 30, 2003: $8,500,000 or greater $1,000,000 at least $6,800,000 but less than $8,500,000 $500,000 less than $6,800,000 $0 Beginning on May 1, 2003 and ending on April 30, 2004: $8,500,000 or greater $1,000,000 at least $6,800,000 but less than $8,500,000 $500,000 less than $6,800,000 $0
Sample 1
Earnout Adjustment i. Notwithstanding the GPM Test of [*]% and IRR Test of [*]%, to the extent the GPM Test or IRR Test (as defined below) yield a result less than [*]% and [*]%, respectively (but not less than [*]% and [*]%, respectively), the Development MWs, that are included in the Aggregate Qualified Adjusted MWs of Financially Closed Projects shall be calculated pursuant to the following formula:
Sample 1
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Related to Earnout Adjustment

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Tax Adjustment During each Lease Year commencing with the Lease -------------- Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the excess of Taxes for each such Lease Year over the amount of Taxes for the Base Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Year in which the last days of the Term occur, pro rated on a per diem basis. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing January 1, 1998, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. As soon as practicable following the close of the 1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount for such Lease Year; (b) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

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