Common use of Earnout Conditions Clause in Contracts

Earnout Conditions. The Earnout Consideration shall be paid to the Key Employee Equityholders in the applicable per share amounts set forth on Schedule 2.03(b) attached hereto according to the share numbers set forth opposite such Equityholder’s name on the Closing Capitalization Table, subject to Section 9.02 and the following additional conditions and reductions (the “Earnout Conditions”): (i) The First Year Earnout shall be subject to deduction as provided in Section 6.04. (ii) The Earnout Consideration shall also be subject to the Key Employees executing employment agreements with Buyer at or prior to Closing in a form acceptable to Buyer, executing all documentation required pursuant to such employment agreements within the timeframe provided therein, and commencing employment with Buyer thereunder on the effective date thereof. For avoidance of doubt, if a Key Employee does not meet any one or more of the conditions in the preceding sentence, such Key Employee will not be eligible to receive any Earnout Consideration. (iii) Notwithstanding anything to the contrary in this Agreement or the employment agreements referenced in Section 2.03(c)(ii), in the event the employment with Buyer of any Key Employee Equityholder shall be terminated for reason other than any of (A) death or Disability, (B) Constructive Termination or (C) a termination without Cause, in each case prior to or on the last day of the Earnout Period, such Equityholder’s right to any Earnout Consideration that would otherwise be payable to such Equityholder after the date of such Equityholder’s termination shall be terminated in full. Any Key Employee Equityholder whose employment with Buyer is terminated by death, Disability, Constructive Termination or termination without Cause prior to or on the last day of the Earnout Period shall not lose and shall continue to be paid his or her right to any Earnout Consideration that would otherwise be payable to such Equityholder after the date of such termination in accordance with and subject to the conditions set forth in this Section 2.03.