Earnout Amounts Sample Clauses

Earnout Amounts. Subject to the adjustments described in this Section 2.4 and Article 6, Seller (or any of Seller’s permitted assigns, subject to compliance with Section 7.3 of this Agreement) shall receive Two Percent (2%) of Purchaser’s worldwide revenue from sales (the “Earnout Amount”) of its personal computers and notebooks (collectively, “PCs”) for the twelve (12) full calendar months (the “Earnout Period”) beginning on December 1, 2007 and ending on November 30, 2008. The Earnout Amount shall be determined in accordance with GAAP and shall be payable to Seller within 45 days after the end of the Earnout Period. In no event shall the Earnout Amount exceed $200,000.00. The Purchaser may in good faith offset the Earnout Amount otherwise payable to reduce dollar for dollar by the amount of any offset allowed pursuant to Section 6.3 of this Agreement, subject to the limitations set forth in Article 6. The following provisions shall also be applicable: (a) With the payment of the Earnout Amount, Purchaser will deliver to Seller a written statement showing the calculation of that Earnout Amount including collections, rebates, and allowances by types of PCs and any other facts reasonably necessary to support the calculation. Seller shall have access to and the right to, at Seller’s expense, to receive true and correct copies of, the related records of all Purchaser’s sales of PCs and related rebates, allowances and warranty reserves used in the calculations of the Earnout Amount and supporting detail. Any information provided to or obtained by Purchaser or by another person pursuant to this Section 2.4 will be subject to the confidentiality obligations under this Agreement and the Noncompetition and Nonsolicitation Agreements. (b) The Earnout Amount owed to Seller will be paid in U.S. dollars.

Earnout Amounts. The Company shall receive, for each of the thirty six (36) full calendar months following Closing, the Earnout Amount earned in such month. The Earnout Amount for any month shall be payable to Seller within 45 days after the end of each fiscal quarter in which such month falls; provided, however, the last installment payable with respect to any Earnout Amounts shall be 65 days after the end of the last of such 36 calendar months.. The following provisions shall also be applicable: (i) With each payment of an Earnout Amount, Purchaser will deliver to Sellers a written statement showing the calculation of that Earnout Amount including collections, rebates, and allowances by types of PSUs and collecting entities and any other facts reasonably necessary to understand the calculation. Purchaser will also keep complete and accurate records of all Purchaser’s sales of PSUs and related rebates and allowances during the three years following the Closing Date. Such records will in sufficient detail to enable the Earnout Amounts to be computed and verified. Until four years after the Closing Date, Sellers and their agents will have the right, at Sellers’ expense, upon reasonable prior written notice, to inspect and copy such records as they relate to the proper calculation and payment of the Earnout Amounts. Any information provided to or obtained by Purchaser or another Person under this paragraph will be subject to the confidentiality obligations under this Agreement, the Confidentiality Agreement and the Noncompetition and Nonsolicitation Agreements. (ii) Any Earnout Amounts owed to the Company will be paid in U.S. dollars.

Earnout Amounts. (i) Following the Closing, Buyer shall pay, or cause to be paid, to each Member as additional consideration for the purchase of such Member’s Class A Units, such Member’s Earnout Percentage of the Current Year Payment, if any, in respect of each Earnout Period upon the terms and subject to the conditions set forth in this Section 2.5. (ii) If, for any Earnout Period (such period, the “Current Earnout Period”) after the First Earnout Period, (1) an aggregate amount equal to the Target Payment Amount has not previously become payable with respect to any Earnout Period(s) prior to the Current Earnout Period (each such prior Earnout Period, a “Prior Earnout Period”), pursuant to (x) Section 2.5(a)(i) and (y) any previous Catch-Up Payment (as defined below) made in accordance with this Section 2.5(a)(ii) with respect to such Prior Earnout Period and (2) the Patriot Net Revenue for the then-Current Earnout Period exceeds the higher of (x) the Patriot Net Revenue for such Prior Earnout Period and (y) if Catch-Up Payment(s) previously became payable in respect of such Prior Earnout Period in accordance with this Section 2.5(a)(ii), the Patriot Net Revenue for any subsequent Earnout Period previously used to calculate a Catch-Up Payment that became payable in accordance with this Section 2.5(a)(ii) with respect to such Prior Earnout Period (such higher amount of Patriot Net Revenue, the “Previous Patriot Net Revenue Highwater Xxxx”), Buyer shall pay to the Members in respect of such Prior Earnout Period(s) an amount equal to the product of (A) the Prior Period Incremental Percentage and (B) the Target Payment Amount (each such amount, a “Catch-Up Payment”), upon the terms and subject to the conditions set forth in this Section 2.5. For the avoidance of doubt, Catch-Up Payments may be paid in respect of multiple Prior Earnout Periods. (iii) Any Catch-Up Payment that becomes payable in accordance with Section 2.5(a)(ii) shall be paid concurrently with the Current Year Payment in respect of the Current Earnout Period for which Patriot Net Revenues result in such Catch-Up Payments, upon the terms and subject to the conditions set forth in this Section 2.5. (iv) From and after the Closing, through the end of the Third Earnout Period, on an annual basis and upon the reasonable request of either individual comprising the Members’ Representative, Buyer shall provide to the Members’ Representative information, including financial information, reasonably necessary to determi...

Earnout Amounts. (i) Subject to the terms of this Section 2.6, Buyer shall pay to Sellers an amount equal to seventy-five percent (75%) of the SaaS Revenues recognized in the First Earnout Measurement Period minus $655,000 (such payment amount, the “First Earnout Amount”); provided, that the First Earnout Amount shall not to be less than $0. Buyer shall deliver to the Sellers, not later than 5:00 p.m., Eastern Time, on the day that is forty-five (45) days after the last day of the First Earnout Measurement Period, a statement setting forth in reasonable detail Buyer’s determination of the First Earnout Amount and the First Customer Earnout Amount (the “First Earnout Statement”) as determined in the good-faith discretion of Buyer. The First Earnout Amount shall be paid by Buyer within ten (10) days after final determination of the First Earnout Amount pursuant to Section 2.6(c) by: (A) payment to the Sellers of an aggregate amount equal to fifty percent (50%) of the First Earnout Amount allocated among the Sellers in accordance with their Pro Rata Percentages, by wire transfer of immediately available funds to an account designated by such Seller; (B) issuance to the Sellers of an aggregate number of shares of Buyer Common Stock equal to (1) fifty percent (50%) of the First Earnout Amount divided by (2) the First Earnout Amount Per Share Price, which shares shall be allocated among the Sellers in accordance with their Pro Rata Percentages, by book entry to an account of each such Seller. An illustration of the calculation of the First Earnout Amount is set forth on Exhibit C. (ii) Subject to the terms of this Section 2.6, Buyer shall pay to Sellers an amount equal to forty percent (40%) of the SaaS Revenues recognized in the Second Earnout Measurement Period (the “Second Earnout Amount” and together with the First Earnout Amount, the “Earnout Amounts”). Buyer shall deliver to the Sellers, not later than 5:00 p.m., Eastern Time, on the day that is sixty (60) days after the last day of the Second Earnout Measurement Period, a statement setting forth in reasonable detail Buyer’s determination of the Second Earnout Amount and the Second Customer Earnout Amount (the “Second Earnout Statement” and, together with the First Earnout Statement, the “Earnout Statements” and each an “Earnout Statement”) as determined in the good-faith discretion of Buyer. The Second Earnout Amount shall be paid by Buyer within ten (10) days after final determination of the Second Earnout Amount pursuan...

Earnout Amounts. (a) The Earnout Amounts shall be determined as follows: (i) For the period commencing on the Closing Date and ending on June 30, 2007 (the “First Earnout Period”), the Earnout Amount shall be thirty (30%) percent of the amount, if any, by which the Final Earnout Basis amount for such period exceeds $8 million, provided the Earnout Amount for the First Earnout Period shall not exceed $1,666,667. (ii) For the period commencing on July 1, 2007 until June 30, 2008 (the “Second Earnout Period”), the Earnout Amount shall be (i) thirty (30%) percent of the amount, if any, by which the Final Earnout Basis for such period exceeds $14 million, plus (y) thirty (30%) percent of the amount, if any, by which the Final Earnout Basis for the First Earnout Period is greater than $13,555,556, provided that the aggregate Earnout Amounts for the First Earnout Period and the Second Earnout Period shall not exceed $3,333,333. (iii) For the period commencing on July 1, 2008 and ending on June 30, 2009 (the “Third Earnout Period”), the Earnout Amount shall be (i) thirty (30%) percent of the amount, if any, by which the Final Earnout Basis for such period exceeds $14 million, plus (ii) thirty (30%) percent of the amount, if any, by which the Final Earnout Basis for the Second Earnout Period is greater than $19,555,556, provided that the aggregate Earnout Amounts for the First Earnout Period, the Second Earnout Period and the Third Earnout Period (collectively, the “Applicable Earnout Periods”) shall not exceed $5 million. At Purchaser’s option, up to 50% of each Earnout Amount may be satisfied by the issuance to Sellers of shares of the Purchaser’s Class A common stock, par value $.01 per share (the “Cxxxxxxx Shares”), having an aggregate Fair Market Value as of the applicable Final Earnout Amount Determination Date equal to such portion of such Earnout Amount. Any such shares of Cxxxxxxx Shares shall be payable and deliverable promptly following the applicable Final Earnout Amount Determination Date. Sellers agree that neither Purchaser nor any other Person makes any guarantee or representation to Sellers that any Earnout Amount will be realized. Any Earnout Amount that is paid in cash or Cxxxxxxx Shares shall be treated as a component of the Purchase Price. (b) The Purchaser shall deliver to the Seller Representative within 60 days after the end of each Applicable Earnout Period, its calculation of the Earnout Basis for such period (each, an “Initial Earnout Basis Amount”) and t...

Earnout Amounts. In addition to the Fixed Purchase Price set forth above, the Purchaser shall pay the following earnout amounts: (i) Up to CHF 5’000’000 (Swiss Francs five million) shall be paid in accordance with Schedule 2.2.2 (i) regarding project CAMPING. (ii) Up to CHF 5’000’000 (Swiss Francs five million) shall be paid in accordance with Schedule 2.2.2 (ii) regarding project DARAS. (iii) A payment of CHF 7’500’000 (Swiss Francs seven million five hundred thousand shall be made if total revenues of the Seven.Five and Qualipoc product lines as further defined in Schedule 2.2.2 (iii) realized in the year 2006 amount to at least CHF 32’400’000. If such revenues are below CHF 32’400’000 but not less than CHF 27’540’000, the earnout to be paid under this specific subparagraph shall be computed as follows: If the total revenues of the Seven.Five and Qualipoc product lines realized in the year 2006 amount to less than CHF 27’540’000 no earnout shall be paid under this specific subparagraph iii. (iv) A payment of up to CHF 6’000’000 (Xxxxx Xxxxxx six million) shall paid in accordance with Schedule 2.2.2 (iv) regarding project ELEKTRA. (v) A payment of CHF 4’500’000 (Xxxxx Xxxxxx four million five hundred thousand) shall be made if total revenues of the Company realized in the year 2006 amount to at least CHF 45’000’000. If revenues are below CHF 45’000’000 but not less than CHF 38’900’000, the earnout to be paid under this specific subparagraph shall be computed as follows. If total revenues of the Company realized in the year 2006 do not reach CHF 38’900’000 no earnout shall be paid under this specific subparagraph v. The earnout amounts described in subparagraph (iii) and (v) and the revenue related part of subparagraph (iv) above will be calculated on the basis of the audited consolidated profit and loss statement of the Company for the year 2006. The calculation of the revenues relevant for these earnout amounts shall be prepared by the Company pursuant to IFRS and, in particular, the revenue recognition rules applicable under IFRS as consistently applied in accordance with the past practice of the Company and shall be certified by the Company’s auditors for the financial year 2006, the cost of such work to be borne by the Company. On or before March 15, 2007, the Purchaser shall furnish the computation of the relevant revenues (the “Computation”) together with the consolidated profit and loss statement and the auditors’ report to the Sellers. In order to analyze such com...

Earnout Amounts. In addition to the other consideration payable to Seller pursuant to the other Sections of this Article 1, Seller shall be entitled to the Earnout Amounts, if any, subject to the terms of this Section 1.06.

Earnout Amounts. 9 Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Earnout Amounts. As additional Merger Consideration, at such times as provided in Section 2.15(d), Parent shall issue to the Members, in accordance with their Pro Rata Shares, Parent Shares (the “Earnout Shares”), if any, equal to: (i) if the Eligible Net Revenue of the Business during the twelve (12) calendar month period starting with the first day of the first month following the Closing Date (such period, the “Earnout Period”) is less than $7.0 million, zero Earnout Shares; (ii) if the Eligible Net Revenue of the Business during the Earnout Period is greater than or equal to $7,000,000 but less than $12,000,000, then Earnout Shares with an aggregate value (based on the Per Share Value) equal to the sum of (x) $1,600,000 plus (y) the product of (A) the amount by which such Eligible Net Revenue amount exceeds $7,000,000 multiplied by (B) 0.96; or (iii) if the Eligible Net Revenue of the Business during the Earnout Period is greater than or equal to $12,000,000, then 1,280,000 of Earnout Shares. By way of illustration, if the Eligible Net Revenue of the Business during the Earnout Period is equal to $10,000,000, then the Members shall be entitled to an aggregate of 896,000 Earnout Shares (((($10,000,000-$7,000,000)*0.96)+$1,600,000)/$5.00).

Earnout Amounts. The CY 2019 Earnout Amount and the CY 2020 Earnout Amount shall be based on revenues from Freedom Products and Services and EMPS for CY 2019 and CY 2020 against the respective Targets as provided below.