Earnout Amount Sample Clauses
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Earnout Amount. (a) As soon as reasonably practicable following the completion of the audit for the fiscal year ending December 31, 2005 for the Company and the Buyer by the Buyer’s independent accounting firm, but no later than April 15, 2006 (whichever such date being, the “Earnout Payment Date”), the Buyer shall deposit with the Sellers’ Representative the Earnout Amount, if any, determined in accordance with this Section 2.10. The Earnout Amount, if any, shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares of Buyer Stock (the “Earnout Shares”), the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows:
(i) if the Buyer is a privately-held entity as of the Earnout Payment Date and the Buyer has completed a private offering of equity or equity-linked securities of at least Five Million U.S. Dollars ($5,000,000) (a “Private Offering”) within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of the Earnout Amount in accordance with the above, the Sellers’ Representative shall pay to each Seller such Seller’s Percentage of the Earnout Amount.
(b) On the Earnout Payment Date, the Buyer shall prepare a written calculation of the Earnout Amount payable pursuant to this Agreement and shall deliver a copy of such calculation with reasonable back-up data and a statement showi...
Earnout Amount. At Seller’s option:
(i) the Earnout Amount shall be paid by Buyer to Seller in three (3) equal annual installments, with the first installment (the “First Earnout Payment”) to be paid within ten (10) Business Days after the Earnout Amount becomes final and binding in accordance with Section 1.11, the second installment (the “Second Earnout Payment”) to be paid on the one (1) year anniversary of the date on which the Earnout Amount becomes final and binding in accordance with Section 1.11; and the third installment (the “Third Earnout Payment”) to be paid on the two (2) year anniversary of the date on which the Earnout Amount becomes final and binding in accordance with Section 1.11; or
(ii) Buyer shall pay to Seller the Earnout Amount in a single lump sum payment within ten (10) Business Days after the Earnout Amount becomes final and binding in accordance with Section 1.11 if Seller provides written notice to Buyer within thirty (30) days after the end of the Earnout Period that Seller elects to receive such lump sum payment; provided, however, that the amount of such lump sum payment shall be determined by discounting the Earnout Amount to present value based on the three installment payments set forth in Section 1.7(c)(i) as of the end of the three (3) year anniversary of the Closing Date using a fifteen percent (15%) discount rate.
(iii) In the event Seller timely provides an Earnout Objections Statement as contemplated in Section 1.11, only the excess of the Earnout Amount claimed by Seller in its Earnout Objections Statement over that reported in the Earnout Report shall be deemed in dispute, and Buyer shall proceed to pay the undisputed portion on the schedule specified above in this Section 1.7(c).
Earnout Amount. The Earnout Amount is 1,560,760 Parent Shares (the “Earnout Amount”). The Earnout Amount shall be earned when Parent or its Affiliates or a Licensee, acquirer or other transferee of Parent (collectively “Milestone Obligors”) complete an aggregate of two thousand five hundred (2,500) Commercial Tests in the United States no later than six (6) years after the Closing Date (“Earnout Milestone”). Subject to the preceding sentence, Parent shall pay the Earnout Amount by issuing such shares and then distributing such shares in accordance with Sections 1.6 and 1.10. Parent shall cause such distribution to occur within thirty (30) days of the date the Earnout Amount is earned (the “Earnout Amount Payment Date”). The Earnout Amount will be subject to set-off or reduction for payment of Losses determined to be owed to the Parent Indemnified Parties that are otherwise payable pursuant to Section 7.3(b)(y)(ii) (and the limitations set forth therein) prior to the Earnout Amount Payment Date.
Earnout Amount. (a) For purposes of this Agreement:
Earnout Amount. Seller shall be entitled to a 2021 Earnout Amount if the Business EBITDA achieved by the Business in the twelve (12)-month period ending on December 31, 2021 (the “2021 Earnout Period” and the Business EBITDA during such period, the “2021 EBITDA”) exceeds the 2020 EBITDA. The “2021 Earnout Amount,” if any, shall equal the product of ten (10) multiplied by the amount by which the 2021 EBITDA exceeds the 2020 EBITDA; provided, however, that (i) if the 2020 EBITDA is less than the Base EBITDA, the 2021 Earnout Amount shall be equal to the product of ten (10) multiplied by the amount by which the 2021 EBITDA exceeds the Base EBITDA and (ii) if the 2020 EBITDA was greater than $22,466,667, then the 2021 Earnout Amount shall be equal to the product of ten (10) multiplied by the amount by which the 2021 EBITDA exceeds $22,466,667; provided, further, that the 2021 Earnout Amount shall in no event exceed $30,000,000. For the avoidance of doubt, if the 2021 EBITDA is less than (x) the lesser of $22,466,667 and the 2020 EBITDA or (y) the Base EBITDA, then the Seller shall not be entitled to any 2021 Earnout Amount. The 2021 Earnout Amount shall be payable in cash.
Earnout Amount. The “Earnout Payment” (if any) shall be calculated pursuant to the formula and process set forth on Schedule 2.14 and shall be paid by wire transfer of immediately available funds to the Paying Agent on behalf of the Equityholders within (15) Business Days of the determination of such amount (as provided in Schedule 2.14) for further distribution to the Equityholders. The terms of Schedule 2.14 are incorporated by reference into this Section 2.14 and shall be binding on the parties.
Earnout Amount. The Aggregate Earnout Amount shall mean the number determined by multiplying 1.6 by either (i) the EBITDA of the Company during calendar year 1999 or (ii) in the event that the Subsequent Closing Date is accelerated pursuant to Section 1.1(a)(ii) above, the annualized EBITDA of the Company over the six full calendar months preceding the date of the Change of Control Transaction of Buyer. For purposes of this Agreement, EBITDA shall mean the earnings of the Company before interest, taxes, depreciation and amortization all as determined in accordance with generally accepted accounting principles ("GAAP") by the outside independent auditors of Buyer.
Earnout Amount. The Earnout Amount shall be equal to (a) actual EBITDA for the Earnout Period multiplied by six, minus (b) the Up-Front Purchase Price; provided, however, (i) if actual EBITDA for the four months ended December 31, 2001 (the period is hereinafter referred to as the “2001 Period,” and the amount is hereinafter referred to as the “2001 EBITDA”) is less than $1,900,000, the Earnout Amount shall be reduced by an amount equal to six multiplied by the amount by which 2001 EBITDA is less than $1,900,000 or (ii) if 2001 EBITDA is greater than $2,500,000, the Earnout Amount shall be increased by an amount equal to six multiplied by the amount by which 2001 EBITDA is greater than $2,500,000. Notwithstanding the foregoing, the Earnout Amount shall not exceed $60,000,000 less the Up-Front Purchase Price. By way of example only, Exhibit B attached hereto, sets forth example calculations for four scenarios.
Earnout Amount. As part of the Merger Consideration, Parent will pay the Earnout Amount in accordance with the provisions of this Section 1.7(b).
(i) The Earnout Amount will be determined as follows:
a) if the Company Bookings for the Determination Period are greater than or equal to $110,300,000, then the Earnout Amount will be $10,000,000.
b) if the Company Bookings for the Determination Period are greater than or equal to $88,240,000, but less than $110,300,000, then the Earnout Amount will be equal to (1) a fraction, the numerator of which is the excess of the Company Bookings over $88,240,000, and the denominator of which is $22,060,000, multiplied by (2) $10,000,000.
c) if the Company Bookings for the Determination Period are less than $88,240,000, then the Earnout Amount will be $0.”
(ii) Within fifteen (15) business days following the completion of the Determination Period (i.e., on or before October 19, 2007), Parent will provide the Shareholder Representative with a certificate setting forth the Company Bookings for the Determination Period and the calculation of the Earnout Amount (the “Certificate”).
(iii) Parent will provide the Shareholder Representative and its agents and representatives with reasonable access (with at least 48 hours prior notice) to the personnel, books and records of Parent and the Surviving Corporation to assist the Shareholder Representative in its review of Parent’s calculation of the Company Bookings.
(iv) The Shareholder Representative shall notify Parent in writing (the “Dispute Notice”) within thirty (30) days after receiving Parent’s calculation of the Company Bookings or the Earnout Amount if the Shareholder Representative disagrees with Parent’s calculation of the Company Bookings or the Earnout Amount, and such notice (if given) shall set forth in reasonable detail the basis for such dispute and the dollar amounts involved and the Shareholder Representative’s calculation of the Company Bookings and Earnout Amount.
(v) If no Dispute Notice is given within such thirty (30) day period, then Parent’s calculation of the Earnout Amount shall be final and binding upon the Parties and the Company Shareholders.
(vi) Upon receipt of a Dispute Notice, Parent and the Shareholder Representative shall negotiate in good faith to resolve any disagreement with respect to the calculation of the Company Bookings. If Parent and the Shareholder Representative are unable to agree with respect to the calculation of the Company Bookings within thirty ...
Earnout Amount. In addition to the Purchase Price, Kend▇▇ ▇▇▇ll pay to Seller as additional consideration an amount up to Ten Million Four Hundred Thousand Dollars ($10,400,000), if post-Closing, the Purchaser meets the specified EBIT Targets, all as more fully described below ("Earnout Amount"). Each Earnout Amount payment represents consideration paid for the assets of Seller.