Earnout Notice Sample Clauses

Earnout Notice. As promptly as practicable, but no later than 120 days after the last day of each Initial Earnout Year or the Extended Earnout Year during the Earnout Period, as applicable, Buyer will cause to be prepared and delivered to Sellers’ Representative a written statement (the “Earnout Notice”) setting forth in reasonable detail its determination of the Net Profit for the applicable Initial Earnout Year or the Extended Earnout Year, as applicable.
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Earnout Notice. The Purchaser shall procure, that no later than ninety (90) Business Days after Closing, the Company shall notify the Sellers’ Representative of the Total New Contract Value recognized from Bookings during the Earnout Period and the amount of the applicable Earnout Payment to be paid to the Sellers (the “Earnout Notice”). The Purchaser further shall procure that the Company provides the Sellers’ Representative and the Accounting Referee, if any, with all information and documents that he may request in connection with their review and assessment of the Earnout Notice and the Earnout Payment set forth therein. If the Sellers’ Representative and the Purchaser do not deliver an objection notice (in case of objection by the Sellers’ Representative, to the Purchaser, and to the Sellers’ Representative, in case of objection by the Purchaser) within fifteen (15) Business Days after receipt of the applicable Earnout Notice (the “Objection Notice”), the amounts set forth in the applicable Earnout Notice shall be final and binding for all purposes under this Agreement. The Purchaser covenants to pay the Earnout Payment within ten (10) Business Days following the date upon which the amount of the applicable Earnout Payment becomes final and binding upon the parties.
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Earnout Notice. Within one hundred eighty (180) days following the end of the Earnout Period, the Purchasers shall deliver or cause to be delivered to the Partners Representative the consolidated balance sheet and income statement of the Acquired Companies for the Earnout Period, specifying the Purchasers’ calculation of the Acquired Companies’ Adjusted EBITDA for the Earnout Period and showing in reasonable detail the computation thereof (including any equitable adjustments pursuant to ‎Section 1.7(f)) and, based thereon, the Purchasers’ calculation of the amount of Contingent Consideration to be paid pursuant to ‎Section 1.7(a) (the “Earnout Notice”).
Sample 1
Earnout Notice. As promptly as is practicable after December 31, 2014, and in any event no later than March 15, 2015, Buyer shall cause to be prepared and delivered to the Company a statement (the “Earnout Notice”) that sets forth Buyer’s calculation of EBITDA of the Business for the Earnout Year, which Earnout Notice shall include reasonable detail supporting the calculation of any Earnout Payment due under this Section 2.8 based on achieving the following targets:
Sample 1
Earnout Notice. Within 90 days following the end of each of calendar years 2018, 2019 and 2020, and within 12 months following the end of calendar year 2021, the Purchasers shall deliver or cause to be delivered to the Sellers’ Representative a written statement (an “Earnout Notice”) that sets forth the following information in reasonable detail:
Sample 1
Earnout Notice. Within thirty (30) days after the expiration of each Earnout Period, Buyer will provide the Sellers’ Representative with written notice (each, an “Earnout Notice”) setting forth: (i) Buyer’s calculation of the Recognized Revenue for the applicable Earnout Period; and (ii) whether any applicable Earnout Consideration was earned during the applicable Earnout Period (collectively, the “Earnout Calculations”). If an Earnout Notice is not so timely delivered, then the Sellers’ Representative shall be permitted, within fifteen (15) calendar days after such 30th day, to prepare and deliver a written notice setting forth the Earnout Calculations (each, a “Seller Earnout Notice”). In the event that the Sellers’ Representative delivers to Buyer a Seller Earnout Notice within such fifteen (15) calendar day period, Buyer will have fifteen (15) calendar days to review such Seller Earnout Notice. If Buyer provides written notice to the Sellers’ Representative setting forth its objections to the calculations included in the Seller Earnout Notice, together with supporting documentation relating thereto, within such fifteen (15) calendar day period, then such disputed itemized amounts shall be resolved in accordance with the procedures set forth in Section 3.2(c)(v), mutatis mutandis. Unless Buyer delivers written notice to the Sellers’ Representative on or prior to the fifteenth (15th) calendar day after Bxxxx’s receipt of the Seller Earnout Notice, Buyer will be deemed to have accepted and agreed to the Seller Earnout Notice and the calculations contained therein will be deemed final, conclusive and binding on the parties hereto.
Sample 1
Earnout Notice. Within 10 calendar days following the end of each Subsequent Booking Earnout Period (or in the case of the First Booking Earnout, the date of the first booking(s) of copy(ies) of the Initial Company Product satisfying the conditions set forth in clauses (a)-(b) of Section 3.1), Acquiror shall deliver to the Representative a memorandum (the “Earnout Notice”) (i) stating the dollar value of the shares of Acquiror Common Stock and cash to be distributed with respect to such Subsequent Booking Earnout Period (or First Booking Earnout Period) and (ii) specifying in reasonable detail Acquiror’s calculation of such dollar value and, if applicable under Article 12, any proposed recovery for Damages. All distributions of First Booking Earnout and Subsequent Booking Earnout amounts will be subject to applicable tax withholding.
Sample 1
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Earnout Notice. Subject to the terms of this Article 3, within thirty (30) calendar days following the end of the Earnout Period, Buyer shall deliver to Seller (1) a memorandum (the “Earnout Notice”) (A) stating the dollar value of the cash to be paid pursuant to the Earnout, if any, and (B) specifying in reasonable detail Buyer’s calculation of such dollar value, and (C) attaching documentation demonstrating the basis for such calculation, and (2) payment of such amount of cash with respect to the Earnout.
Sample 1
Earnout Notice. During the Earnout Period:
Sample 1

Related to Earnout Notice

  • 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:

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • TRANSACTION NOTICE On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Events Requiring Notice to the Representative The Company shall use its best efforts to cause the Registration Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative immediately and confirm the notice in writing: (i) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (ii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (iv) of the receipt of any comments or request for any additional information from the Commission; and (v) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

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