Earnouts. As further consideration for the Transfer of the Common Stock to Buyer, the Stockholders will be eligible to receive the following additional consideration on the following terms and conditions:
(a) For each calendar year ended 2000 through 2003, within 30 days after Buyer's preparation of unaudited financial statements of the Company for each such calendar year and certification thereof by Buyer's Chief Financial Officer, which Buyer shall use reasonable efforts to complete within 30 days after the end of each such calendar year, Buyer will prepare and deliver to the Stockholders' Representative a statement of Annual Sales and Annual Net Earnings for each such calendar year, respectively (each an "Earnout Statement"). The Earnout Statements will be prepared in accordance with GAAP and will be subject to the review, dispute and final determination procedures set forth in Section 2.3(b).
(i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Annual Sales, as calculated in such Earnout Statement, are equal to or greater than $2.5 million, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Sales Earnout") in the manner set forth in Section 2.5(d); provided, however, that once Buyer has delivered the Sales Earnout with respect to any Earnout Statement, no further Sales Earnout shall be deliverable to the Stockholders' Representative (for the benefit of the Stockholders) and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Annual Sales shall cease.
(ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Annual Sales, as calculated in each such Earnout Statement, respectively, are less than $2.5 million, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Sales Earnout.
(i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Net Earnings, as calculated in such Earnout Statement, are equal to or greater than $825,000, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Net Earnings Earnout") in the manner set forth in Section 2.5(d); provided, however, that once Buyer has delivered the Net Earnings Earnout with ...
Earnouts. (a) Within forty-five (45) days after the last day of each Earnout Period, Purchaser will cause to be prepared and delivered to Seller a statement (each, an “Earnout Statement”) setting forth in reasonable detail Purchaser’s good faith calculations of (i) Revenue for such Earnout Period and (ii) the amount of any Earnout Payment to which Seller is entitled pursuant to Section 2.4(b). Within forty-five (45) days following Purchaser’s delivery of each Earnout Statement to Seller, Seller will give Purchaser a written notice stating either (i) Seller’s acceptance, without objection, of the Earnout Statement (an “Earnout Acceptance Notice”) or (ii) Seller’s objections to the Earnout Statement as set forth in a Notice of Disagreement pursuant to Section 2.5(a). If Seller gives Purchaser an Earnout Acceptance Notice or does not give Purchaser a Notice of Disagreement within such 45-day period, then the Earnout Statement (including the Revenue calculation therein) will be conclusive and binding upon the parties, and the calculation of the Earnout Payment set forth in such Earnout Statement will constitute the final Earnout Payment for such Earnout Period. Any dispute arising out of or relating to the calculations of the Revenue for any Earnout Period and the Earnout Payments shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.5.
Earnouts. Section 3.30 of the Strategix Disclosure Memorandum sets forth a. each agreement containing an earnout or similar provision or otherwise providing for a contingent payment by or to any Strategix Company or any Subsidiary in respect of the Strategix Business or otherwise included in the Strategix Liabilities that has not been satisfied in full as of the date hereof (the "Earnout Agreements") and b. a schedule of the amounts that Seller currently estimates will come due under the Earnout Agreements. There is no claim or dispute or, to the Knowledge of Seller, any basis for any such claim or dispute, under any Earnout Agreement. All payments under each Earnout Agreement have been paid when due in accordance with the terms of such Earnout Agreement. The Schedule referred to in clause (ii) hereof was prepared using the Seller's good faith estimates with respect to the Earnout Agreements and is not intended to be a basis for liability or indemnification hereunder absent a material misrepresentation.
Earnouts. Company Shareholder will receive and be issued additional PubCo Shares, up to a maximum aggregate of 10,000,000 PubCo Shares, for no additional consideration or payment by Company Shareholder, in the amounts and upon the occurrence of the events set forth as follows:
Earnouts. (a) In addition to the Purchase Consideration, Sungy shall pay each of the Additional Payments, if any, to Seller in accordance with this Section 2.04.
Earnouts. In addition to the cash amounts and shares of Parent -------- Common Stock to be paid to the Shareholders immediately following the Merger pursuant to Article I, each Shareholder shall be entitled to receive as additional consideration for such Shareholder's shares of Company Common Stock a share of the following contingent payments equal to such Shareholder's percentage ownership interest in the outstanding Company Common Stock (a "Prorata Share"): -------------
(i) Cash equal to the product of (A) $1,250,000 multiplied by (B) the Gross Revenue (as defined below) in FY2000, divided by the projected Gross Revenue for FY2000 as provided in Schedule 2.1 (the "Projected 2000 -------------- Revenue"); and -------
(ii) the number of shares of Parent Common Stock equal to the product of (A) the Gross Revenue in FY2000 divided by the Projected 2000 Revenue, times (B) 261,438 shares of Parent Common Stock; provided, however, in no event shall the quotient determined in clause (A) be greater than 1. All of the Gross Revenue in FY2000 is used in determining the earnout payments for each of Sections 2.1(a)(i) and 2.1(a)(ii).
Earnouts. Subject to Clauses 5.2 and 5.5, XFM shall pay the following amounts (in RMB or its US$ equivalent calculated based on the Foreign Exchange Rate) to the Vendors or such other party designated by the Vendors:
(a) an amount (the "2007 AMOUNT") equal to the product of ((A) 2007 Net Income and (B) 8.5 and (C) 55%) minus US$5,000,000) which shall be paid by XFM no later than fifteen (15) Business Days after the date of determination of the 2007 Net Income (the date such payment is required to be made being the "2007 PAYMENT DATE");
(b) an amount (the "2008 AMOUNT") equal to the product of ((A) 2008 Net Income and (B) 8.5 and (C) 25%) which shall be paid by XFM no later than fifteen (15) Business Days after the date of determination of the 2008 Net Income(the date such payment is required to be made being the "2008 PAYMENT DATE"); and
(c) an amount (the "2009 AMOUNT") equal to the product of ((A) 2009 Net Income and (B) 8.5 and (C) 20%) which shall be paid by XFM no later than fifteen (15) Business Days after the date of determination of the 2009 Net Income (the date such payment is required to be made being the "2009 PAYMENT DATE").
Earnouts. (A) In addition to the Initial Purchase Price, Purchasers shall pay each of the Additional Payments, if any, to Selling Shareholder, in accordance with this Section 2.5.
Earnouts. The purchase consideration for the acquisition of APL by Microsoft will not be paid upfront in full. Instead, part of the consideration will be paid to Xxxxx and Xxxxx in the form of earn-out consideration, which will be based on their performance and achievement of milestones [Participants are free to draft the earnout provisions based on their milestones, such that, this payable consideration shall remain compliant with the pricing norms under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019].
Earnouts. In accordance with, and subject to Schedule 1.1 hereto, the Shareholders shall be eligible to receive from FYI and Buyer up to $25,000,000 in cash and shares of FYI Stock based upon the financial performance of the Companies upon the terms and subject to the conditions set forth in Schedule 1.1 hereto (the "Earnouts").
