Earnout Payment Amount Sample Clauses
The Earnout Payment Amount clause defines the specific sum or formula used to calculate additional payments to the seller based on the future performance of the acquired business. Typically, this clause outlines the financial metrics or milestones—such as revenue targets or profit thresholds—that must be met for the seller to receive these contingent payments. By clearly establishing how and when earnout payments are determined, the clause helps bridge valuation gaps between buyer and seller and aligns incentives post-acquisition.
Earnout Payment Amount. Within forty-five (45) days following the conclusion of the Stub Period and each fiscal year thereafter during the Earnout Period, Purchaser shall procure that the Company determine the average Pre-tax Profit of the Company for the period or periods since Closing. In the event that the average Pre-tax Profit for such period exceeds the Pre-Tax Profit Base Amount, then such difference (the "Excess Amount") shall be multiplied by the Earnings Multiple, the product of which shall be divided by the Earnout Period Factor (the "Earnout Base Amount"). The Earnout Base Amount shall then be divided by the actual number of fiscal years (or fractions thereof) that have elapsed since Closing to arrive at an "Earnout Payment Amount". The Earnout Payment Amount, less any earnout payments previously made, will be paid to Seller within ten (10) days accompanied by a calculation of such amount substantially in the form attached hereto on Schedule 2. Within forty-five (45) days following the end of the Company's 2004 fiscal year, the final average Pre-tax Profit over the period from Closing through December 31, 2004 will be multiplied by the Earnings Multiple. Such amount will be decreased by the Equity Deficit, plus 100,000 CHF for increase in equipment valuation, plus 247,000 CHF for the value of the ▇▇▇▇▇▇ name less all previous Earnout Payments to the Seller. Such amount, if any, will be paid to Seller within ten (10) days.
Earnout Payment Amount. Subject to the terms and conditions of this Section 2.6:
(i) If during Purchaser’s fiscal year 2017 (i.e. for the 12 month period ended December 2017), the Company and the Company Subsidiaries obtain, on a consolidated basis and calculated in accordance with GAAP applied on a basis consistent with the Company’s past practices used in preparing the Company Financial Statements (A) net revenues of at least ¥2,000,000,000, and (B) EBITDA of at least ¥380,000,000, then $1,500,000 shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇’▇ earn out payment amount for 2017 (the “2017 Earnout Payment Amount”).
(ii) If during Purchaser’s fiscal year 2018 (i.e. for the 12 month period ended December 2018), the Company and the Company Subsidiaries obtain, on a consolidated basis and calculated in accordance with GAAP applied on a basis consistent with the Company’s past practices used in preparing the Company Financial Statements (A) net revenues of at least ¥2,200,000,000 and (B) EBITDA of at least ¥420,000,000, then another $1,500,000 shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇’▇ earn out payment amount for 2018 (the “2018 Earnout Payment Amount,” and together with the 2017 Earnout Payment Amount, the “Earnout Payment Amounts”).
Earnout Payment Amount. If the Closing has occurred as provided in this Agreement, then Seller shall be entitled to receive an earnout payment of up to twenty-five million dollars ($25,000,000) as determined as provided in this Section 2.08; provided that in the event that, prior to or after the Closing, the Company or Buyer determines not to order the second TRIMILL 5-axis machining center, model VFC3021, or such order is cancelled for any reason, the Parties agree that the maximum amount of the Earnout Amount shall be reduced to twenty-four million two hundred nine thousand one hundred sixty-three dollars ($24,209,163). Such maximum amount (whether $25,000,000 or $24,209,163, as applicable) is referred to as the “Maximum Potential Earnout Payment”. Prior to Closing, ▇▇▇▇▇▇ agrees to cause the Company not to place such order without the prior written consent of Buyer, and if such order is placed, ▇▇▇▇▇▇ agrees to cause the Company to thereafter cancel such order at the request of Buyer; provided that any cancellation initiated or requested by Buyer or, following the Closing, the Company, any cancellation charges and related costs shall be payable by the Buyer.
Earnout Payment Amount. The Earnout Payment for such Earnout ---------------------- Year shall be the lesser of (a) an amount equal to (x) 50% of the excess of EBIT of the Ginsbury Division for such Earnout Year over the EBIT Threshold for such Earnout Year, minus (z) the Goodwill Adjustment Amount for such Earnout Year (the "Adjusted Earnout") or (b) $2.5 million. Notwithstanding any other provision in this Agreement, the maximum aggregate amount of Earnout Payments payable hereunder during the four Earnout Years is $5 million.
Earnout Payment Amount. Subject to Article VIII hereof, Buyer shall pay additional contingent payments to the Company Stockholders of up to a maximum aggregate amount of Thirty One Million Five Hundred Thousand U.S. Dollars ($31,500,000) (subject to downward adjustments as provided herein, the “Earnout Payment Amount”) upon the following terms:
(i) if the recognized revenues from the sale of the Company Products (as determined in accordance with GAAP consistently applied by Parent in its applicable audited consolidated financial statements, the “Qualified Sales”) in the period between the Closing Date and December 31, 2015 (the “2015 Revenues”) is at least $7,800,000 (the “2015 Target”), then Buyer shall pay additional consideration equal to three (3) times the excess of (X) the 2015 Revenues, minus (Y) the 2015 Target (subject to the downward adjustments set forth herein, the “2015 Payment”); and
(ii) if the Qualified Sales in the period between January 1, 2016 and December 31, 2016 (the “2016 Revenues”) is at least the higher of (i) the product of the 2015 Revenues multiplied by 1.3 and (ii) $9.0 million (the higher of being the “2016 Target”), then Buyer will pay additional consideration equal to three (3) times the excess of (X) the 2016 Revenues, minus (Y) the 2016 Target (subject to the downward adjustments set forth herein, the “2016 Payment”). By way of illustration only, if, according to the 2015 Earnout Statement (as defined below), the 2015 Revenues are $9,000,000, then (i) the 2015 Payment shall be $3,600,000, and (ii) the 2016 Target shall be $11,700,000.