Earnout Distribution Sample Clauses

Earnout Distribution. Within 30 days following the end of the month in which any Earnout Period ends, Parent shall deliver to the Stockholder Representative a memorandum (an “Earnout Notice”) specifying in reasonable detail the calculation of the amount of the Earnout Payment earned pursuant to Section 3.2, (if any), and, if applicable, any proposed set off for Excess Losses in accordance with Section 3.1(b)(ii) and less the aggregate of the Residual Exercise Price. Parent agrees that it will supply any reasonably requested back up or supporting information to the Stockholder Representative or its accountants on which the Earnout Payment calculations are based; provided, however, that the provision of any such back up or supporting information shall be conditioned upon the execution of a confidentiality agreement in a form reasonably acceptable to Parent. If the Stockholder Representative gives written notice to Parent that such Stockholder Representative is in agreement with the Earnout Notice, then the Earnout Notice shall become final.
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Earnout Distribution. On or prior to the Earnout Determination Date, Parent shall deliver to the Stockholder Representative a memorandum (the “Earnout Notice”) specifying in reasonable detail the calculation of the portion of the Earnout Consideration earned, if any, and the calculation of the distribution of the Final Earnout Amount to each of the Stockholders pursuant to this ARTICLE VIII and Section 1.6, if any, with the basis for such calculation, in accordance with GAAP, consistently applied, as applicable, and, if applicable, any proposed set off for Excess Losses in accordance with Section 8.1(c)(ii). Parent agrees that it will supply any reasonably requested back up or supporting information to the Stockholder Representative or its accountants on which the Earnout calculations are based; provided, however, that the provision of any such back up or supporting information shall be conditioned upon the execution of a confidentiality agreement in a form acceptable to Parent. If the Stockholder Representative gives written notice to Parent that such Stockholder Representative is in agreement with the Earnout Notice, then the Earnout Notice shall become final.
Sample 1
Earnout Distribution. On or prior to the Earnout Determination Date, Parent shall deliver to the Stockholder Representative a memorandum (the "EARNOUT NOTICE") specifying in reasonable detail the calculation of the portion of the Earnout Consideration earned, if any, and the calculation of the distribution of the Earned Earnout Amount to each of the Earnout Bonus Pool Participants and the former Stockholders pursuant to this ARTICLE VIII and SECTION 1.6, if any, with the basis for such calculation, in accordance with GAAP. Parent agrees that it will promptly supply any reasonably requested back up or supporting information to the Stockholder Representative or its accountants on which the earnout calculations are based; provided, however, that the provision of any such back up or supporting information shall be conditioned upon the execution of a confidentiality agreement in a form reasonably acceptable to Parent.
Sample 1
Earnout Distribution. On the applicable Determination Date, Parent shall deliver to the Shareholder Representative a memorandum (the "EARNOUT NOTICE") specifying in reasonable detail the calculation of the portion of the Earnout Amount earned for the applicable period (including any Earnout Catch-up) and the calculation of the distribution of the Earnout Amount to each of the Shareholders pursuant to this ARTICLE IX and SECTION 1.6(C)(V), with the basis for such calculation, in accordance with Parent's accounting principles and policies consistently applied and derived from the audited results of Parent's accountants, and any supporting documentation, as applicable, and, if applicable, any proposed set off for Losses in accordance with SECTION 8.3. Parent agrees that it will promptly supply any reasonably requested back up or supporting information to the Shareholder Representative or its accountants on which the Earnout calculations are based. Parent shall then deposit funds with the Exchange Agent or escrow agent, as applicable, in accordance with SECTION 9.1(B).
Sample 1
Earnout Distribution. On or prior to the applicable Determination Date, Parent shall deliver to the Stockholder Representative a memorandum (the “Earnout Notice”) specifying in reasonable detail the calculation of the portion of the Earnout Consideration earned for the applicable period, if any, and the calculation of the distribution of the Earnout Consideration to each of the Stockholders pursuant to this Article VIII and Section 1.6 hereof, if any, with the basis for such calculation, in accordance with Parent’s accounting principles and policies consistently applied, as applicable, and, if applicable, any proposed set off for Excess Losses in accordance with Section 7.4 hereof. Parent agrees that it will supply any reasonably requested back up or supporting information to the Stockholder Representative or its accountants on which the Earnout calculations are based; provided, however, that the provision of any such back up or supporting information shall be conditioned upon the execution of a confidentiality agreement in a form acceptable to Parent.
Sample 1
Earnout Distribution. On the applicable Determination Date, Parent shall deliver to the Shareholder Representative a memorandum (the "EARNOUT NOTICE") specifying in reasonable detail the calculation of the portion of the Earnout Amount earned for the applicable -71- period (including any Earnout Catch-up) and the calculation of the distribution of the Earnout Amount to each of the Shareholders pursuant to this ARTICLE IX and SECTION 1.6(b)(ii)(4), with the basis for such calculation, in accordance with Parent's accounting principles and policies consistently applied and derived from the audited results of Parent's accountants, and any supporting documentation, as applicable, and, if applicable, any proposed set off for Losses in accordance with SECTION 8.3. Parent agrees that it will promptly supply any reasonably requested back up or supporting information to the Shareholder Representative or its accountants on which the Earnout calculations are based. Parent shall then deposit funds with the Exchange Agent or escrow agent, as applicable, in accordance with SECTION 9.1(b).
Sample 1
Earnout Distribution 
Sample 1
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Related to Earnout Distribution

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Tax Distributions (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates that allow for timely payment of quarterly estimated tax payments for U.S. federal income tax purposes by both individuals and corporations, as determined by the Manager) (each, a “Quarterly Tax Distribution”); provided that, the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year based on four equal quarterly installments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year.

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