First Earnout Payment Sample Clauses

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.
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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.
Sample 1
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.
Sample 1
First Earnout Payment. 11 GAAP .................................................................................... 4 -vi-
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First Earnout Payment. 12 First Earnout Start Date...........................12 GAAP................................................3
Sample 1
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.
Sample 1
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.
Sample 1
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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.
Sample 1
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 (d)
Sample 1

Related to First Earnout Payment

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • 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:

  • Interim Payment Unless the Funding Date for a Loan is the first day of a calendar month, Borrower shall pay the per diem interest (accruing at the Loan Rate from the Funding Date through the last day of that month) payable with respect to such Loan on the first Business Day of the next calendar month.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Payment Amount Each Restricted Stock Unit represents one (1) Share of Common Stock.

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