Earnout Consideration Sample Clauses
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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.
(b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchase...
Earnout Consideration. (a) Upon the terms and subject to the conditions set forth in this Section 2.04, following the Closing, the Sellers may be entitled to additional consideration (the “Earnout Consideration”) based on the Company’s Revenue for the 12-month period ending December 31, 2029 as compared to the Company’s Revenue for the 12-month period ended December 31, 2024 (the “Earnout Period”). The Earnout Consideration, if any, to be paid with respect to the Earnout Period shall be: (i) determined in accordance with this Section 2.04; and (ii) paid: (A) in cash, by wire transfer of immediately available funds, within 10 Business Days after the Earnout Consideration, if any, has been finally determined pursuant to Section 2.04(c); and (B) in the manner directed by the Sellers’ Representative, including as provided in, and contemplated by, Section 6.22.
(b) The Earnout Consideration with respect to the Earnout Period, as finally determined in accordance with Section 2.04(c), shall be an aggregate amount equal to the following:
(i) If the Revenue CAGR for the Earnout Period is equal to or less than 12%, then, the aggregate amount of the Earnout Consideration shall be $0.
(ii) If the Revenue CAGR for the Earnout Period is greater than 12% but less than 22%, then, the aggregate amount of the Earnout Consideration shall be pro-rated using straight-line interpolation between $0 and $225,000,000.
(iii) If the Revenue CAGR for the Earnout Period is equal to or greater than 22%, then, the aggregate amount of the Earnout Consideration shall be $225,000,000. An illustrative calculation of the Earnout Consideration, if any, is attached hereto as Exhibit K, and the parties hereto acknowledge and agree that, for purposes of calculating the Earnout Consideration, if any, the Starting Revenue shall be the amount identified as the Starting Revenue in Exhibit K. For the avoidance of doubt, in no event shall the aggregate amount of the Earnout Consideration exceed $225,000,000.
(c) During the Earnout Period, within 90 days following the end of the calendar year for each of 2026, 2027 and 2028, the Buyer shall prepare in good faith a schedule setting forth, in reasonable detail and with reasonable support, the Buyer’s good faith calculations of the Revenue CAGR for such calendar year and the cumulative Revenue CAGR for the period beginning on January 1, 2025 and ending on December 31 of 2026, 2027, or 2028, as applicable (each, an “Unofficial Interim Earnout Annual Statement”), and shall delive...
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. 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. Seller shall be entitled to receive earnout payments from Purchaser to the extent earned in accordance with the terms of Exhibit A attached to this Agreement.
Earnout Consideration. 7.1 Subject to the provisions of Clauses 7.6 and 7.10, within 5 Business Days of the determination of the amount of the Earnout Consideration in accordance with this Clause 7 the Purchaser shall pay into the Vendors’ Solicitors’ Client Account or such other account as may be nominated in writing by the Institutional Vendors’ Representatives an amount equal to the Earnout Consideration.
7.2 The Purchaser shall procure that the consolidated accounts of the Company, Liquent and the other members of the Combined Group for each financial year during the Earnout Period are prepared and signed and shall prepare a written computation (“Computation”) of the amount of the Combined Business Revenue and the Combined Business EBITDA for each such Financial Year and of any Earnout Consideration which may be payable in accordance with the provisions of this Agreement as a result and send a copy of such Computation to each of the Institutional Vendors’ Representatives within 90 days of the end of the Earnout Period.
7.3 The Institutional Vendors’ Representatives may notify the Purchaser in writing within 20 Business Days of delivery of the Computation (“the Earnout Consideration Acceptance Period”) pursuant to Clause 7.2 of any dispute with regard to it, failing which the Institutional Vendors shall be deemed to have conclusively accepted the same with effect from the date of expiry of the Earnout Consideration Acceptance Period.
7.4 In the event that the Institutional Vendors’ Representatives notify the Purchaser pursuant to Clause 7.3 of a dispute as to any amount stated in the Computation produced in accordance with Clause 7.2 (including, but not limited to, the Combined Business EBITDA or the Combined Business Revenue) then the Institutional Vendors’ Representatives and the Purchaser shall each use all reasonable endeavours to agree any such amount in dispute.
7.5 In the event that the Institutional Vendors’ Representatives and the Purchaser are unable to agree the amount of the Earnout Consideration within 20 Business Days (“the Earnout Consideration Joint Period”) of the date of the notice given pursuant to Clause 7.3 the dispute shall be referred to an independent firm of chartered accountants (acting as experts and not as arbitrators) appointed for the purpose by agreement between the Institutional Vendors’ Representatives and the Purchaser or, in default of such agreement within 5 Business Days of the end of the Earnout Consideration Joint Period, to be nominated...
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) 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”).
(b) The Parties acknowledge, understand and agree that (i) the contingent right to receive any portion of the Earnout Consideration shall not be represented by any form of certificate or other instrument and such right is not transferable, except by operation of law, and does not solely constitute an equity or ownership interest in Parent, Buyer or any of their Affiliates, (ii) no Seller shall have any rights as a holder of the securities of Parent, Buyer or any of their Affiliates solely as a result of such Seller’s contingent right to receive any portion of the Earnout Consideration under this Section 2.6 and (iii) no interest shall be payable with respect to any portion of the Earnout Consideration.
(c) Notwithstanding anything to the contrary contained herein, in the event a Parent Change in Control occurs during any applicable period for the payment of Earnout Consideration as set forth and in accordance with Exhibit G, then any and all amounts contemplated to be payable as Earnout Consideration pursuant to this Section 2.6 and Exhibit G shall automatically accelerate and be payable in full (for the avoidance of doubt, to the extent not previously paid or finally determined not to be payable in accordance herewith or with Exhibit G).
(d) For the avoidance of doubt, the Parties acknowledge and agree that, from and after the Closing, Buyer shall have sole control with regard to operational matters relating to the operation of the Business and use of the Purchased Assets (from and after the Closing); provided that Buyer shall not take any action in bad faith for the purpose of avoiding or reducing any payment or issuance of the Earnout Consideration; provided, further, notwithstanding the foregoing, from and after the Closing, until the expiration of the periods applicable to the payment of the Earnout Consideration in accordance with Exhibit G, (i) Parent or Buyer shall not take action, directly or indirectly, which has the cause to delay, minimize or p...
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: