Payment of Earn-Out Consideration. (a) Subject to the terms and conditions of this Agreement, at such times as provided in Section 2.05(d), Buyer shall pay to Sellers with respect to each Calculation Period within the Earn-out Period in which the EBITDA Threshold has been achieved an aggregate amount, if any (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers more than $10,000,000, together with the cash payable under the Goodwill Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers and their Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation...
Payment of Earn-Out Consideration. No later than the tenth (10th) Business Day following the Final Earn-Out Determination Date for any Earn-Out Consideration, Parent shall pay, or cause to be paid (subject to reduction, offset or deposit in the Indemnity Escrow Account, in each case, in accordance with Section 8.2(d)), the amount of the Earn-Out Consideration (if any) for such Earn-Out Period (i) to the Paying Agent for further distribution to the Stockholders and (ii) to the Surviving Corporation for payroll processing and distribution at the next administratively practicable payroll date to each Optionholder of In the Money Options and RSU Holder, in each case, on a pro-rata basis (calculated based on the shares of Common Stock, In the Money Options, and RSUs, held by each Stockholder, Optionholder of In the Money Options and RSU Holder, as applicable, immediately prior to the Effective Time). For the avoidance of doubt, the aggregate amount of Earn-Out Consideration paid or payable for all Earn-Out Periods shall not exceed the Maximum Earn-Out Amount. Any amount paid in respect of the Earn-Out Consideration pursuant to this Section 3.5(g) shall be treated by the parties as an adjustment to the purchase price for Tax purposes, except to the extent otherwise required by Law. Notwithstanding the foregoing, Parent and the Stockholders Representative acknowledge they may from time to time discuss settling the amount and payment of the Earn-Out Consideration prior to any Final Earn-Out Determination Date.
Payment of Earn-Out Consideration. The Earn-Out Consideration (if any) shall be satisfied by way of issuance to the Paying Agent on behalf of the Participating Equity Holders, or, with respect to the Israeli Participating Equity Holders, issued to the Israeli Paying Agent on behalf thereof, such number of Shift4 Payments, Inc. Class A common stock in accordance with Section 3.10, equal to the applicable Pro Rata Share portion of the Earn-Out Consideration divided by the applicable Parent Stock Price, to be distributed to the Participating Equity Holders in accordance with the Distribution Waterfall and the provisions of this Agreement, provided that if (i) the Shift4 Payments, Inc. common stock is delisted from NYSE, for any reason; or (ii) an Acceleration Event has occurred, then, in each such case, and if so determined and requested by the Shareholder Representative in writing, the Earn-Out Consideration shall be paid in cash. To the extent that the Earn-Out Consideration is paid in cash, the payment shall be made to the Paying Agent on such Participating Equity Holders’ behalf, or, with respect to the Israeli Participating Equity Holders, issued to the Israeli Paying Agent on behalf thereof, and distributed in accordance with the Distribution Waterfall and the provisions of this Agreement. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
Payment of Earn-Out Consideration. (i) Subject to Section 1.8(c)(ii), within ten (10) Business Days of the filing with the SEC of Purchaser’s Annual Report on Form 10-K that includes the audited consolidated financial statements of Purchaser for the 2007 fiscal year, Purchaser shall deliver, or cause to be delivered by the Exchange Agent, to each Member who held Company Units immediately prior to the Closing as reflected in the Spreadsheet, and who has delivered a Letter of Transmittal and those other documents of transfer referenced in Section 1.8(b) hereof, (i) by check or wire transfer in immediately available funds in accordance with the instructions of such Member set forth in the Spreadsheet, an amount of cash equal to the portion of the Total Earn-Out Cash Consideration payable to such Member pursuant to Section 1.6(a)(i)(2)(a) hereof, and (ii) a certificate representing the number of shares of Purchaser Common Stock equal to the portion of the Total Earn-Out Stock Consideration issuable to such Member pursuant to Section 1.6(a)(i)(2)(b) hereof, plus any cash payable in lieu of a fractional share pursuant to Section 1.8(f) hereof.
(ii) The calculation of Digital Distribution Revenue and Net Channel Revenue shall be made reasonably and in good faith by Purchaser and submitted to the Member Representative within ten (10) Business Days of the filing with the SEC of Purchaser’s Annual Report on Form 10-K that includes the audited consolidated financial statements of Purchaser for the year ending December 31, 2007, and in no event later than April 30, 2008. In the event the Member Representative disagrees with the calculation of Digital Distribution Revenue or Net Channel Revenue, the Member Representative shall submit a notice of dispute to the Board of Directors of Purchaser at any time prior to the payment by Purchaser of the Total Earn-Out Cash Consideration or Total Earn-Out Stock Consideration pursuant to Section 1.8(c)(i) hereof. Purchaser and the Member Representative shall attempt in good faith to resolve any disagreement regarding the calculation of Digital Distribution Revenue or Net Channel Revenue within twenty (20) Business Days of the submission by the Member Representative of such notice of dispute. If Purchaser and the Member Representative are unable to resolve such dispute within such 20 Business Day period, then Purchaser and the Member Representative shall submit such disagreement to a mutually agreeable independent accounting firm to audit Purchaser’s calculations (o...
Payment of Earn-Out Consideration. The LLC, as holder of all shares of Company Series A-Additional Payments, Company Series A-Earn Out, Company Series B-Additional Payments, Company Series B-Earn Out, Company Series C-Additional Payments, Company Series C-Earn Out, Company Common-Additional Payments and Company Common-Earn Out that were outstanding immediately prior to the Effective Time, upon final determination that an individual Earn Out Milestone has been satisfied in whole as of the relevant Earn Out Date pursuant to Section 2.11(c), without any action on the part of the LLC, shall be automatically entitled to receive from Parent or the Earn Out Escrow, as applicable, with respect to all such Company Shares, and upon the terms and subject to the conditions set forth in this Agreement, including without limitation, the indemnification and escrow provisions set forth in ARTICLE IX hereof and in the Escrow Agreement and the Earn Out Escrow Agreement, the Final Earn Out Amount for such individual Earn Out Milestone.
Payment of Earn-Out Consideration. Upon the determination of the Earn-Out Consideration, Acquiror will promptly issue to Transferor the Earn-Out Consideration, net of any amounts required to be paid by Transferor to Acquiror pursuant to any claims for indemnification pursuant to Section 12 below. The Earn Out Consideration shall be payable to Transferor only if
Payment of Earn-Out Consideration. For each of the first five Measurement Periods, in the event the Post-Closing EBITDA exceeds the Baseline EBITDA for an individual Measurement Period, Purchaser and/or Trinity will pay to DFI and Newpark Texas additional aggregate consideration (a “Measurement Period Earn-Out Payment”) of Fifty Cents ($0.50) for each One Dollar ($1.00) that the Post-Closing EBITDA for any individual Measurement Period exceeds the Baseline EBITDA; provided, however, that in no event shall the total Earn-Out Consideration payable hereunder exceed $8,000,000, subject to adjustment as provided in Section 5.14(c) (as adjusted, the “Maximum Earn-Out Amount”). If the Closing occurs during 2008, for purposes of calculating the Measurement Period Earn-Out Payment for the initial Measurement Period, the Baseline EBITDA shall be proportionately reduced to an amount equal to the Baseline EBITDA multiplied by a fraction, the numerator of which is the number of full calendar months in 2008 following the Closing and the denominator of which is twelve (12).
Payment of Earn-Out Consideration. Within 5 (five) Business Days of each Earn-Out Due Date, the Purchaser shall pay the Earn-Out Consideration for that Period as follows:
Payment of Earn-Out Consideration. Buyer shall pay to Seller any Earn-Out Consideration for any applicable Earn-Out Period within 60 days following the determination of such amount pursuant to Section 3.3(c)(iii). Earn-Out Consideration consisting of cash shall be paid by wire transfer of immediately available funds to the Seller’s Account or such other bank account designated by Seller within a reasonable period of time prior to payment thereof. Earn-Out Consideration consisting of Stock shall be issued to Seller by “book entry notation.”
Payment of Earn-Out Consideration. Subject to Section 2.07(b) and 2.07(c), upon determination of the revenue recognized from sales of [xxxx] during the Earn-Out Period by the Buyer, ninety-four percent (94%) of the Earn-Out Consideration that is not disputed over the amount of any settled or pending claims that are ultimately determined in favor of Buyer for breach of Extended Representations shall be paid as promptly as practicable after the filing of the Form 10-Q by the Buyer for the second quarter of the Buyer’s 2009 fiscal year, but not earlier then 15 days after receipt of the Earn-Out Statement and, in the event that any dispute has been raised and is still existing pursuant to Section 2.07(b) by the expiration of the dispute period in Section 2.07(b), payment shall be made within 14 days after final resolution of such dispute. Such 94% of the Earn-Out Consideration shall be paid pro rata on an as-converted, as-exercised basis to all the holders of CPS, Common Stock and Stock Options, provided, however, that with respect to employees of the Company who are entitled thereto (“Earn-Out Optionholders”), such payment shall be made to them only if they do not leave the employ of the Company of their own volition or based an on a firing for cause prior to February 1, 2009. The amount allocable to each Earn-Out Optionholder shall be paid as an employee cash bonus. The remaining six percent (6%) of any payable Earn-Out Consideration will be paid to the individuals employed by the Company and listed on Schedule 2.07, based on the allocation set forth therein, and will be made to them as employee cash bonus only if they do not leave the employ of the Company of their own volition or based on a firing for cause prior to February 1, 2009. Any amounts which would otherwise have been paid to an employee but for the termination of their employment by the Company will not be paid out and will be retained by the Buyer.
