First Earnout Payment. Subject to the provisions of Section 3.3, and in addition to the Merger Consideration, if the Gross Profit during the First Earnout Period (the “First Earnout Period Gross Profit”) equals or exceeds $3,268,000, then the Stockholders shall be entitled to receive from DTS an amount (the “First Earnout Payment”) equal to $4,166,666 multiplied by the First Earnout Factor (as defined below), payable as provided in Section 3.4 hereof. The First Earnout Factor shall equal the lesser of (A) 1.0 and (B) (i) 1.6665 multiplied by the quotient obtained by dividing the First Earnout Period Gross Profit by $4,085,000, minus (ii) 0.6667; provided, however, that if the First Earnout Period Gross Profit equals or exceeds $4,085,000 then the First Earnout Payment shall equal $4,166,666.
First Earnout Payment. The Buyer shall operate the business acquired from the Sellers (the "Target Business") as a separate subsidiary of Buyer, and for each fiscal year commencing after December 31, 1996 shall pay to the Sellers an amount equal to forty percent (40%) of the EBIT of the Target Business in excess of the Base Amount for such fiscal year, until the earlier of (A) the Buyer has paid to the Sellers an aggregate amount of Two Million Dollars ($2,000,000) or (B) the expiration of the Earnout Period, without regard to the aggregate amount which Buyer has paid to the Sellers as of such date. The Base Amount for fiscal year 1997 shall be One Million Two Hundred Thousand Dollars ($1,200,000), and for each fiscal year thereafter shall be increased by five percent (5%). The Earnout Period shall be defined as fiscal 1997 and the four (4) subsequent fiscal year periods.
First Earnout Payment. (i) As promptly as practical following the end of Parent’s fiscal year ending June 30, 2021 (but in no event later than 60 days thereafter), Parent shall deliver to the Stockholders’ Representative a statement (the “First Earnout Statement”) showing (A) the Revenue for the months of May and June 2021 (only to the extent following the Closing Date if the Closing occurs during such months) and (B) EBITDA with respect to the period from January 1, 2021 (or the Closing Date, if the Closing Date is later than January 1, 2021) through June 30, 2021 (such period from the Closing through June 30, 2021, the “First Earnout Period”), calculated in a manner consistent with the definitions thereof. If the Stockholders’ Representative does not provide a reasonably detailed written notice (an “Earnout Statement Dispute Notice”) with respect to certain disputed items (or calculations) as specified in the notice (the “Earnout Disputed Items”) to Parent within 45 calendar days of receiving the First Earnout Statement, then the Parties hereby agree that the First Earnout Statement shall be deemed conclusive and binding on the Parties hereto.
(ii) If the Stockholders’ Representative provides an Earnout Statement Dispute Notice to Parent within such 45-day period, Parent and the Stockholders’ Representative shall use commercially reasonable efforts to resolve the dispute during the 15-day period commencing on the date Parent receives the Earnout Statement Dispute Notice from the Stockholders’ Representative. If the Stockholders’ Representative and Parent do not agree upon a final resolution with respect to any disputed items within such 15-day period, then the remaining items in dispute shall be submitted promptly to the Independent Accounting Firm for determination in accordance with the procedures, and the fees and expenses of the Independent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in accordance with the rules, set forth in Section 1.4(e), mutatis mutandis. The conclusive and binding First Earnout Statement, based either upon agreement of Parent and the Stockholders’ Representative, or the written determination delivered by the Independent Accounting Firm in accordance with Section 1.4(e) and this Section 1.5, shall be deemed the “Final First Earnout Statement”.
(iii) (A) If the Revenue set forth on the Final First Earnout Statement is equal to or greater than $10,100,000; and (B) if the EBITDA se...
First Earnout Payment. Subject to Section 12.2(d), if the First Earnout Net Revenue exceeds $3,000,000 during the First Earnout Period, which shall occur no later than the third (3rd) anniversary of the Closing Date (such date of achievement, the “First Earnout Date”), within ninety (90) days following the First Earnout Date (the “First Earnout Payment Date”), Acquiror shall pay the First Earnout Amount in accordance with Section 2.4.
First Earnout Payment. (A) If the 2021 WTI Price equals or exceeds any of the thresholds set forth in Schedule 3.1(b) under the column titled “WTI Threshold” (each, a “WTI Threshold” and collectively the “WTI Thresholds”), Buyer and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2021 Earnout Payment Date, no later than thirty (30) days following the applicable Determination Date (the “2021 Earnout Payment Date”), the amount set forth in Schedule 3.1(b) under the column titled “WTI Annual Earnout Amount” for the highest WTI Threshold satisfied by the 2021 WTI Price.
(B) If the 0000 Xxxxx Xxx Price equals or exceeds any of the thresholds set forth in Schedule 3.1
First Earnout Payment. In the event during the first fiscal quarter ended following the Closing Date (the “First Earnout Period”), Acquisition Sub funds, from the Purchased Assets, an aggregate volume of mortgage loans of at least $30.0 million, then Company shall issue to Designated Shareholder, the First Earnout Payment within 30 days following the completion of the First Earnout Period. The “First Earnout Payment” shall be equal to 100,000 shares of the Earnout Shares.
First Earnout Payment. (A) If the 2021 WTI Price equals or exceeds any of the thresholds set forth in Schedule 3.1(b) under the column titled “WTI Threshold” (each, a “WTI Threshold” and collectively the “WTI Thresholds”), Buyer and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2021 Earnout Payment Date, no later than thirty (30) days following the applicable Determination Date (the “2021 Earnout Payment Date”), the amount set forth in Schedule 3.1(b) under the column titled “WTI Annual Earnout Amount” for the highest WTI Threshold satisfied by the 2021 WTI Price.
(B) If the 0000 Xxxxx Xxx Price equals or exceeds any of the thresholds set forth in Schedule 3 1(b) under the column title “Xxxxx Xxx Xxxxxxxxx” (each a “Xxxxx Xxx Threshold” and collectively the “Xxxxx Xxx Xxxxxxxxxx”), Xxxxx and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2021 Earnout Payment Date, on or before the 2021 Earnout Payment Date the amount set forth in Schedule 3.1(b) under the column titled “Xxxxx Xxx Annual Earnout Amount” for the highest Xxxxx Xxx Xxxxxxxxx satisfied by the 2021 Xxxxx Xxx Xxxxx.
(C) Any amounts described in Section 3.1(b)(i)(A) and Section 3.1(b)(i)(B) shall be collectively referred to as the “First Earnout Payment”.
First Earnout Payment. 12 First Earnout Start Date...........................12 GAAP................................................3
First Earnout Payment. In the event that Enterprise Revenue for 12-month period ended December 31, 2021 is equal to or greater than $7,764,000, then Buyer shall pay to Seller an amount equal to (i) $370,000 multiplied by (ii) the percentage equal to (A) the total Enterprise Revenue for the 12-month period ended December 31, 2021 (not to exceed $8,423,000) divided by (B) $8,423,000 (the “First Earnout Payment”); provided, that, in no event shall the First Earnout Payment exceed $370,000. Payment of the First Earnout Payment shall be calculated and paid no later than March 31, 2022, in immediately available funds via wire transfer pursuant to wiring instructions provided by Seller to Buyer.1
First Earnout Payment. 11 GAAP .................................................................................... 4 -vi-
