Earnout Consideration. If the Surviving Company achieves the revenue targets as set forth and as calculated pursuant to Schedule 1.13(a) (the “Earnout Calculation Schedule”) at any time during the period starting on the earlier of the Closing Date or July 1, 2010 through January 1, 2012 (the “Earnout Period”), then as soon as reasonably practicable following the Final Determination thereof (but in no event prior to July 3, 2011) as provided in this Section 1.13, for the applicable Earnout Period, Parent shall deposit (by wire transfer of immediately available funds) with the Exchange Agent an amount equal to the aggregate amount of the Securityholder’s allocable portion of the amount of cash set forth on the Earnout Calculation Schedule. The Exchange Agent shall distribute such amount of cash to those Securityholders that have properly completed a Letter of Transmittal, if applicable, in accordance with the allocations set forth in the Spreadsheet. Parent shall also issue (or cause to be issued and distributed by the Exchange Agent), Parent Common Stock to those Securityholders entitled to the same as set forth on the Spreadsheet in accordance with the allocations set forth in the Spreadsheet (based on each Securityholder’s Stock Election Percentage and Cash Election Percentage, if applicable, and calculated in accordance with Section 1.13(b)(viii)) (such cash and Parent Common Stock collectively, the “Earnout Consideration”).
Earnout Consideration. (a) In addition to the Initial Purchase Price, Seller shall be entitled to receive additional consideration for the Purchased Assets (the “Earnout Consideration”) in an amount to be determined in accordance with the terms of Section 3.2(b) and contingent upon the financial performance of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date.
Earnout Consideration. (a) From and after the Closing, at such times as provided in Exhibit G, Buyer shall (i) pay, or cause to be paid, to Sellers, cash by wire transfer of immediately available funds and/or (ii) direct Parent to issue, or cause to be issued, shares of DMS Class A Common Stock, to Sellers, in each case, as set forth in, and on and subject to the terms, conditions, contingencies, procedures and definitions set forth in, Exhibit G attached hereto (such cash or shares, collectively, the “Earnout Consideration”).
Earnout Consideration. 4.1 Earnout Consideration, (a) If one of the financial performance levels provided in Section 4.1(b)(i), (ii) or (iii) is achieved, OHM shall make certain payments (the "Earnout Consideration") to the Executive and the other Shareholders as provided therein.
Earnout Consideration. (a) Subject to amounts set forth in any Notice of Claim timely given, the Equityholders shall be entitled to receive Additional Payments set forth in Earnout Schedule attached hereto as Schedule 2.12, after deduction of the amounts contemplated by Articles II and IX as set forth on the Additional Payout Spreadsheet. The Additional Payout Spreadsheet shall set forth the terms and conditions pursuant to which, (i) Parent will pay Earnout Consideration of up to Fourteen Million United States Dollars ($14,000,000) if the milestones are achieved, (ii) Parent will pay Earnout Consideration during the five to ten-year earnout periods of up to fifteen percent (15%) of net collections for sales of DetermaIOTM, DetermaRxTM, Company Pharma Tests, and Company Transplant IP tests and products, and (iii) Parent will pay Earnout Consideration during a seven year earnout period of up to seventy-five percent (75%) of net collections from the sale or license of the Company Transplant IP to a Third Party.
Earnout Consideration. In addition to the Initial Purchase ---------------------- Price to be paid at Closing, the Purchaser shall pay to the Stockholder the amounts set forth in clauses (1), (2) and (3) below (together, the "Earnout Consideration," and, collectively with the Initial Purchase Price, the "Aggregate Purchase Price"), subject to the terms and conditions of those clauses.
Earnout Consideration. “Earnout Consideration” shall mean a number of Acquirer Shares equal to the Earnout Amount divided by the Acquirer Stock Price, rounded to the nearest whole share; provided, however, if the calculation would result in the issuance of a total number of Acquirer Shares issued pursuant to this Agreement in excess of the Acquirer Share Maximum, then the Earnout Consideration instead will be paid out in Acquirer Shares only up to the Acquirer Share Maximum, after which any remaining Earnout Amount will be paid out in cash. The Earnout Amount shall be calculated as provided in Section 1.16 hereof. The Earnout Consideration shall be distributed to the shareholders of the Company in accordance with the provisions of the articles of incorporation and bylaws of the Company.
Earnout Consideration. In addition to the Closing Purchase Price, if the earnout performance milestones (each an "Earnout Milestone" and collectively the "Earnout Milestones") set forth below in Section 1.6(b) are satisfied, Seller shall receive, subject to the terms and conditions of this Agreement, additional consideration (the "Earnout Consideration") as set forth below in Section 1.6(b). Notwithstanding anything to the contrary in this Agreement, Buyer shall have a right to offset against the Earnout Consideration in order to secure Seller's indemnification obligations under ARTICLE VI.
Earnout Consideration. Subject to the terms and conditions of this Agreement, in addition to the Purchase Price, Seller shall receive additional consideration (the "Earnout Consideration") as set forth below:
Earnout Consideration. The Xxxxxx Shareholders (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) and, the Employed Option Holders, shall be entitled to receive, from or at the direction of the Surviving Company, as part of the Transaction Consideration, the Earnout Consideration, if any, as determined in accordance with and subject to the provisions of this Section 2.04(b). For the purposes hereof, unless otherwise expressly prohibited by action of the Subversive Board, Subversive shall during the Performance Period use commercially reasonable efforts to develop opportunities for Capital Proceeds Transactions to raise Capital Proceeds resulting in Total Capital of at least $225,000,000.
