Initial Earnout Sample Clauses

Initial Earnout. (i) No later than the second (2nd) Business Day following the Year 2 Notice Date (the “Initial Earnout Payment Date”), Buyer shall pay to the Sellers, as additional consideration for the Initial Closing Equity Interests, an aggregate amount equal to the Initial Earnout Amount. Each Seller shall receive that amount equal to the product of (i) such Seller’s percentage interest sold at the Initial Closing as set forth on Schedule 2.1(a), multiplied by (ii) the Initial Earnout Amount. (ii) The Initial Earnout Amount shall be payable in (i) an amount in cash equal to (A) the Initial Earnout Amount, minus (B) the Initial Earnout Equity Value (the “Initial Earnout Cash Consideration”) and (ii) a number of shares of Buyer Common Stock (rounded to the nearest share) equal to the quotient of (x) the Initial Earnout Equity Value, divided by (y) the average closing price per share of Buyer Common Stock on the New York Stock Exchange as reported in The Wall Street Journal for the twenty (20)-trading day period ended three (3) trading days prior to the Initial Earnout Payment Date (the “Initial Earnout Buyer Common Stock Consideration”). The “Initial Earnout Equity Value” shall be an amount up to twenty-five percent (25%) of the Initial Earnout Amount as determined by Buyer in its sole discretion. Buyer shall notify the Sellers of such determination no later than three (3) Business Days prior to the Initial Earnout Payment Date; provided, however, if a Buyer Change of Control shall have occurred prior to the Initial Earnout Payment Date, the entire Initial Earnout Amount shall be paid in cash. Each Seller shall receive a pro rata share of the Initial Earnout Cash Consideration and the Initial Earnout Buyer Common Stock Consideration (rounded to the nearest share) based on the amount of Initial Closing Equity Interests sold by such Seller.
Sample 1
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Initial Earnout. As additional consideration for the transactions --------------- contemplated by this Agreement, Parent shall pay to each Principal an amount calculated in accordance with this Section 2.1: (a) Within five (5) business days after each Initial Earnout Payment Date, Parent shall pay to each Principal an amount equal to that Principal's respective percentage interest of the Initial Earnout Periodic Payment; provided that: (i) For each Principal, (A) the representations and warranties of the Company and each of the Principals contained in this Agreement or any other agreement contemplated by or entered into pursuant to this Agreement or in connection with the transactions contemplated by this Agreement were true and correct in all material respects both when made on the date of this Agreement and at and as of the Effective Time, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date) (B) each of the Company and each of the Principals has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time or required by any other agreement contemplated by or entered into pursuant to this Agreement or in connection with the transactions contemplated by this Agreement to be performed or complied with by them at or prior to the Effective Time, and (C) such Principal has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or after the Effective Time or required by any other agreement contemplated by or entered into pursuant to this Agreement or in connection with the transactions contemplated by this Agreement to be performed or complied with by them at or after the Effective Time (including the noncompetition agreement of such Principal contemplated by Section 6.12 below), and such Principal shall have delivered a certificate, dated the appropriate Initial Earnout Payment Date, to Parent to the effect of clauses (A), (B), and (C) above signed by such Principal; and (ii) The version 1 of the Company's Logan software product havxxx xhe features described in the Company Letter (as defined in Article III below) shall have been completed and ready for production and shipment to commercial customers on or befor...
Sample 1

Related to Initial Earnout

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Negotiated Funding Amount, Board Contributions 4.1.1 Each Board shall pay an amount equal to 1/12th of the annual negotiated funding amount as described in 4.1.3 to the Trustees of the OECTA ELHT by the last day of each month from and after the Board’s Participation Date.

  • Initial Effective Date The initial effective date of coverage under the Group Insurance Program is the thirty-fifth (35th) day following the employee's first day of employment, re- hire, or reinstatement with the State. The initial effective date of coverage for an employee whose eligibility has changed is the date of the change. An employee must be actively at work on the initial effective date of coverage, except that an employee who is on paid leave on the date State-paid life insurance benefits increase is also entitled to the increased life insurance coverage. In no event shall an employee's dependent's coverage become effective before the employee's coverage. If an employee is not actively at work due to employee or dependent health status or medical disability, medical and dental coverage will still take effect. (Life and disability coverage will be delayed until the employee returns to work.)

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Tax-Deferred Earnings The investment earnings of your Xxxx XXX are not subject to federal income tax as they accumulate in your Xxxx XXX. In addition, distributions of your Xxxx XXX earnings will be free from federal income tax if you take a qualified distribution, as described below.

  • Tax Gross-Up Amount Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

  • Gross Income Allocation If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

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