Earnout Provisions. Executive acknowledges and agrees that (i) Section 4 of this Agreement is intended to benefit Executive and the other Shareholders, (ii) each of the Shareholders shall have
Earnout Provisions. The Earnout shall be based solely on Imagent Revenue (as defined below), determined and payable as follows.
Earnout Provisions. In relation to the Earnout, the following provisions shall apply.
1. The Earnout shall be up to an aggregate of twenty million (20,000,000) Euros, with the exception of the second additional bonus pursuant to Paragraph 5b hereof.
2. The Earnout shall be payable in installments to the Seller four (4) months after the end of each of the financial years of the Company ending at 31 December 2013, 31 December 2014, and 31 December 2015 respectively (collectively the “Relevant Years”).
3. If the EBITDA of the Vilebrequin Group shall exceed the thresholds as mentioned below (the “Thresholds”), subject to the Purchaser’s setoff right set forth in Article 8.4.2, 50% of the excess beyond each of the Thresholds shall be payable to the Seller.
4. The Thresholds for the Relevant Years are as follows:
Earnout Provisions. The Buyer warrants and agrees to pay the following to the Company:
(a) The Buyer shall pay the Company a payout of fifty percent (50%) of the net gross sales price (net gross equals selling price less direct sales costs such as commissions, licensing fees, and computer costs) of all sales of software completed within one year of the Execution Date of this Agreement.
(b) The Buyer shall pay the Company the following payouts related to sales of seats under the ASP model completed by the former Allegro employees:
1. Fifteen
Earnout Provisions. The Sponsor agrees that, as of the Closing, 20% of the remaining Founder Shares (including, for the avoidance of doubt, the shares of Common Stock issuable upon the conversion of the Founder Shares at the Closing in accordance with the Charter) held by the Sponsor after giving effect to paragraphs (g) and (h) below (the “Sponsor Earnout Shares”) shall be subject to the following vesting and forfeiture provisions. The Sponsor agrees that it shall not (and will cause its Affiliates not to) Transfer any Sponsor Earnout Shares prior to the later of (x) the expiration of the Founder Shares Lock-up Period and (y) the date such Sponsor Earnout Shares are released pursuant to this paragraph 7(e). The Sponsor acknowledges that the Sponsor Earnout Shares shall be legended to reflect that such shares are subject to vesting restrictions pursuant to this Sponsor Agreement.
Earnout Provisions. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Share Exchange Agreement (the “Agreement”) to which these Earnout Provisions are attached.
Earnout Provisions. (a) On or before April 30, 2002, Applied Cellular will deliver to the ATI Shareholders an aggregate additional consideration ("Additional Consideration") equal to three (3) times the average annual EBDIT (as defined in Section 3.4(c) for the five year periods commencing on October 1, 1996 and ending on September 30, 2001 (the "Payout Period"); provided however, that (i) if the average annual EBDIT is less than $2 million, the ATI Shareholders shall not be entitled to receive any additional consideration and (ii) the amount payable to the ATI Shareholders as Additional Consideration shall not exceed $15 million.
(b) As used in this Section 3.4, the term the "Company" shall include the Surviving Corporation, ATI and the Subsidiaries as well as any business or businesses conducted by either Purchaser, which represent a succession to and a continuation of the businesses presently conducted by ATI and the Subsidiaries, as the same may be expanded as provided in Section 3.4(c) or 3.5.
(c) As used in this Section 3.4 and in Section 11.1(c), the term "EBDIT" shall mean the earnings of the Company, before depreciation, interest and taxes, computed on the accrual basis of accounting in accordance with generally accepted accounting principles consistently applied (and consistent with the accounting principles applied by the Subsidiaries in respect of the prior fiscal years) except that the following provisions shall govern the computation of EBDIT for purposes of this Section 3.4:
Earnout Provisions. (a) As additional consideration for the Assets, Seller shall have the right to receive up to an additional One Million Dollars ($1,000,000.00) (the "Earnout"), payable, if applicable, in accordance with the terms of this Section 1.5.
(b) For purposes of this Agreement, "Offline Operating Income" shall have the meaning assigned to such term in the L90 Bonus Plan (as defined below).
Earnout Provisions. With respect to each of the Properties known as 6755 Snowdrift Road, 0000 Xxxxx Xxx and 0000 Xxxxxxxxxx Xxxxx, Xxxxx will pay Broker a one-time additional earnout fee of $200,000 for each of these three Properties which meets or exceeds the Property's NOI Target on or before the second anniversary date of this Agreement. The NOI Target for each Property is set forth below, and shall be calculated as the annualized net operating income from the Property based on leases with tenants in occupancy, and computed in a manner consistent with the budget and reporting provisions of the Management Agreement between Owner and Broker. The NOI Targets are as follows: 0000 Xxxxxxxxx Xxxx $500,000 0000 Xxxxx Xxx $350,000 0000 Xxxxxxxxxx Xxxxx $615,000
Earnout Provisions. At the Closing, the Earnout Shares shall be delivered to Xxxxx Fargo Shareowner Services as escrow agent to be held in escrow for future payment to the Shareholders based on the following schedule: a) 1,531,000 of the Earnout Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events) will be delivered to the Shareholders on or prior to January 15, 2002 if the Company achieves a Pre-Tax Cash Flow From Operations (as defined in 2.2.4(c)) of $10,000,000 (in U.S. Dollars) during the twelve month period ending December 31, 2001 (the "First Earnout Period"); provided, however, that if the Pre-Tax Cash Flow From Operations for the First Earnout Period is less than $10,000,000, then the number of Earnout Shares delivered to the Shareholders under this Section 2.2.4(a) shall be proportionately reduced based on the percentage difference between $10,000,000 and the Pre-Tax Cash Flow From Operations;
b) 1 531,000 of the Earnout Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events) will be delivered to the Shareholders on or prior to July 15, 2002 if the Company achieves a Pre-Tax Cash Flow From Operations of $11,250,000 (in U.S. Dollars) in the six-month period following the end of the First Earnout Period (the "Second Earnout Period"); provided, however, that if the Pre-Tax Cash Flow From Operations for the Second Earnout Period is less than $11,250,000, then the number of Earnout Shares delivered to the Shareholders under this Section 2.2.4(b) shall be proportionately reduced based on the percentage difference between $11,250,000 and the Pre-Tax Cash Flow From Operations; and
