Common use of Payment of Earn-Out Consideration Clause in Contracts

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. No later than In addition to the tenth Merger Consideration, the Effective Time Holders shall have the opportunity to earn, and the Surviving Corporation (10thon behalf of Parent) Business Day following shall pay to such Persons, subject to the Final Earnterms and conditions set forth in this Exhibit E, the earn-Out Determination Date for any out consideration, in an aggregate amount of up to $350,000,000, calculated and determined in the manner set forth in this Exhibit E (the “Earn-Out Consideration”). Subject to Section 2 of this Exhibit E, Parent shall, or shall cause the Surviving Corporation (on behalf of Parent) to, (i) pay, or cause to be paid within two (subject to reduction, offset or deposit in 2) Business Days following the Indemnity Escrow Account, in each case, in accordance with Section 8.2(d)), the amount final determination of the Earn-Out Consideration (if any) for such Earn-Out Period (i) in accordance with this Exhibit E, to the Paying Payment Agent for further distribution by wire transfer of immediately available funds an amount equal 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 that portion of the Earn-Out Consideration pursuant to this Section 3.5(g) shall be treated by the parties as an adjustment payable to the purchase price holders of Outstanding Capital Stock, Company Warrants (provided that such holders have previously delivered duly executed Warrant Surrender Agreements to Parent) and Non-Employee Equity Awards for Tax purposesfurther distribution to such holders (the date of such payment, except the “Earn-Out Payment Date”), and (ii) as promptly as practicable following the Earn-Out Payment Date, pay, or cause the Surviving Corporation (on behalf of Parent) to pay, through the extent otherwise required by Law. Notwithstanding payroll services of Parent or the foregoing, Parent and the Stockholders Representative acknowledge they may from time to time discuss settling the amount and payment Company that portion of the Earn-Out Consideration prior payable to any Final the holders of Outstanding-in-the-Money Options and RSUs (other than Non-Employee Equity Awards), in each case in accordance with Section 1.6(e) of the Agreement, as applicable. Each Effective Time Holder’s proportionate share of the Earn-Out Determination DateConsideration shall be the product of (A) the Earn-Out Consideration multiplied by (B) such Effective Time Holder’s Post-Closing Pro Rata Share.