Payment of Earnout. If any Earnout Amount is determined to be payable, Parent shall, on the Third Payment Date, cause the Earnout Amount to be (i) delivered to each of the Holders entitled thereto by check mailed to the record address on file with the Company of each Holder pursuant to Sections 2.5(a)(iii)(B), 2.5(b) or 2.5(c) or (ii) paid to each of the Holders entitled thereto by the issuance of shares of Parent Common Stock pursuant to Section 2.5(a)(iii)(A), 2.5(b) or 2.5(c) of this Agreement as of the close of business on the last Business Day prior to such Earnout Payment Date. The determination by Parent of any Earnout Amount pursuant to the procedures set forth herein, absent a mathematical error, shall be final and binding on Parent and each Holder.
Payment of Earnout. The sum of all additional amounts owing to the Shareholder, under this Section 2.2(c) is collectively referred to as the “Earnout Payments”, and amounts owing to the Shareholder under this Section 2.2(c) will be paid by wire transfer of immediately available funds to an account that is designated in writing by the Shareholder not later than the applicable EBITDA Payment due date.
Payment of Earnout. Certain additional payments ("Earnout") for ------------------ Riverfront (in the event that such Property is sold and transferred in accordance with Section 1.1(a)) and La Guardia (in the event that such Property is sold and transferred in accordance with Section 1.1(a)) shall be made on April 30, 2000 to the applicable Crow Family Entities in the amounts of (i) for Riverfront, the sum of (A) $9,000,000 multiplied by the ratio of (x) the lesser of (*) $200,000 and (**) any excess of Earnout NOI for Riverfront over $3,537,000 (provided that, if there is no such excess, the amount in this clause (x) shall be $0.00) to (y) $200,000 and (B) the amount, if any, by which Earnout NOI for Riverfront exceeds $3,737,000 multiplied by 9.5238 and (ii) for La Guardia, the sum of (A) $4,750,000 multiplied by the ratio of (x) the lesser of (*) $290,000 and (**) any excess of Earnout NOI for La Guardia over $2,310,000 (provided that, if there is no such excess, the amount in this clause (x) shall be $0.00) to (y) $290,000 and (B) the amount, if any, by which Earnout NOI for La Guardia exceeds $2,600,000 multiplied by 10.5263. Earnout attributable to Riverfront and La Guardia shall be paid to the applicable Crow Family Entities c/o Crow Family Holdings at the address set forth in Section 6.3.
Payment of Earnout. Within a reasonable time (but in no ------------------ event later than sixty (60) days) after the fiscal years ending December 31, 2000 and December 31, 2001, Purchaser shall deliver the Pro-Rata Earnout to each Shareholder by wire transfer of immediately available funds to such account as each Shareholder shall designate. Furthermore, within thirty (30) days after the Closing, the parties shall agree on the other terms of the Earnout, which terms shall be reasonable and customary, and shall include, without limitation, terms as to (i) a limitation on the indirect costs allocated to the revenues of the non-textile related web design business for purposes of the Earnout, (ii) the resources to be devoted by Purchaser to the non-textile related web design business during the Earnout period, (iii) access of the Shareholders to the Purchaser's books and records used to determine the Earnout, and (iv) management of the non-textile related web design business by Xxxx X. Xxxxxx so long as he is employed by the Purchaser. The foregoing specified terms shall not be construed to limit other certain requests of either party in agreeing on the terms of the Earnout.
Payment of Earnout. (i) The Initial Earnout Consideration shall be paid to the Owners no later than two Business Days after the applicable Earnout Statement becoming final pursuant to Section 2.6(c) (the “Initial Earnout Payment Date”); provided that if the Company delivers an Earnout Dispute Notice pursuant to Section 2.6(c)(iii), Buyer shall pay that portion (if any) that is not subject to dispute within five (5) Business Days of receipt of the Earnout Dispute Notice. At such time, subject to Section 2.5(b), Buyer shall deliver instructions to its transfer agent to transfer from Buyer to each of the Owners, a number of shares of Buyer Common Stock equal to their respective Pro-Rata Portion of the Initial Earnout Consideration rounded down to the nearest whole share.
(ii) The Subsequent Earnout Consideration shall be paid to the Owners no later than two Business Days after the applicable Earnout Statement becoming final pursuant to this Section 2.6(c); provided that if the Company delivers an Earnout Dispute Notice pursuant to Section 2.6(c)(iii), Buyer shall pay that portion (if any) that is not subject to dispute within five (5) Business Days of receipt of the Earnout Dispute Notice. At such time, Buyer shall, at its election, either (A) subject to Section 2.5(b), deliver instructions to its transfer agent to transfer from Buyer to each of the Owners, a number of shares of Buyer Common Stock equal to their respective Pro-Rata Portion of the Subsequent Earnout Consideration rounded down to the nearest whole share, or (B) pay to each Owner such Owner’s Pro-Rata Portion of the Subsequent Earnout Consideration in cash by wire transfer of immediately available funds to an account designated by the Owner.
Payment of Earnout. The Earnout Amount, if any, shall be paid by Buyer to Sellers by wire transfer of immediately available funds to a single account designated by Sellers within [**] following final determination of the Earnout Calculation.
Payment of Earnout. Payment of cash and delivery of Parent Common Stock, if any, representing an Earnout payment shall be payable to the Shareholder Representative within forty-five (45) days following the end of the semiannual period, subject to extension for any period necessary for dispute resolution pursuant to Section 1.12(g), after which, Parent shall make payment within five (5) days of such resolution. The Shareholder Representative shall act as paying agent and shall distribute any such cash or shares to the relevant Shareholders in accordance with this Agreement unless an alternate paying agent arrangement is otherwise agreed with Parent.
Payment of Earnout. In the event that an Earnout Payment is ------------------ payable in accordance with Section 1.7(b), Purchaser shall pay to the -------------- Shareholders that number of shares of Purchaser Common Stock equal to the quotient of (x) the amount of the Earnout Payment divided by (y) the Earnout Trading Price. In the event that the issuance of the shares of Purchaser Common Stock in satisfaction of the Earnout Payment would trigger a requirement of Purchaser shareholder approval of the transactions contemplated hereby under Section 903 of the California General Corporation Law, Purchaser agrees to promptly solicit its shareholders for such approvals as would be necessary for the issuance of such shares and use its best efforts to obtain such approval. If such approval is not forthcoming, the amount not able to be so paid by the Purchaser in shares shall be paid in immediately available funds. Payment of the Earnout Payment shall be made within 45 days after the end of the Earnout Periods unless the Shareholders give notice of disagreement to the Purchaser in accordance with Section 1.7(d)(ii), in which case, the Earnout Payment shall be made ------------------ within 15 days following final resolution of such disagreement or, if any approvals of Purchaser's shareholders is required, within three business days of the receipt of such approvals (or the date that such approval is voted down by the shareholders of Purchaser, as the case may be). Any Purchaser Shares issued to the Shareholders shall be issued to the Shareholders pro rata in accordance with the percentage ownership of the Company as of the date hereof as set forth on Schedule 1.1
Payment of Earnout. 18 SECTION 7.7 Shares Not Registered.........................................19 SECTION 7.8 Reduction of Amounts Paid to CII..............................19
Payment of Earnout. (a) On or before April 15, 2001, the Company shall prepare and deliver to Shareholders, at its own expense, its financial statements for the period commencing on January 1, 2000 and ending on December 31, 2000 (such financial statements, as adopted pursuant to Section 7.6(b), (c) or (d), as the case may be, the "2000 Financial Statements"). The 2000 Financial Statements shall have been prepared in accordance with GAAP. The Company shall also deliver to Shareholders at the same time its calculation of FYE 00 EBIT which shall be derived from the income statement contained in the 2000 Financial Statements; such FYE 00 EBIT shall be calculated in accordance with the provisions of this Agreement.
(b) Shareholders shall complete their review of the FYE 00 Disclosure Materials within sixty (60) days after their receipt thereof. If Shareholders agree with the FYE 00 Disclosure Materials, or if Shareholders do not object to the same within such sixty (60) day period, then the FYE 00 Disclosure Materials and the FYE 00 EBIT reflected therein shall be deemed final and adopted by Shareholders and Buyer.
(c) If Shareholders believe that any amendment should be made to the FYE 00 Disclosure Materials Shareholders' Representative shall give Buyer written notice of such proposed amendments, and the reasons therefor, within the same sixty (60) day period. If Buyer agrees with the proposed amendments, these shall be made and the XXX 00 Xxxxxxxxxx Xxxxxxxxxx, as amended, will be deemed final and adopted by Shareholders and Buyer. If any proposed amendments are disputed by Buyer, the parties shall negotiate in good faith to resolve all disputed amendments.
(d) If, after a period of thirty (30) days following the date on which Shareholders have given written notice of any proposed amendments to the FYE 00 Disclosure Materials, any such amendments still remain disputed, then the disputed items shall be referred to an independent auditor, who shall be one of Coopers & Xxxxxxx, Xxxxxx Xxxxxxxx or Deloitte & Touche, to be mutually agreed between Shareholders' Representative and Buyer or selected by an arbitrator selected by the Shareholders' Representative and Buyer pursuant to the provisions of Section 15.12. The independent auditor shall function as an arbitrator whose decision shall be final and binding on the parties. The independent auditor shall render a written decision which shall be based upon proper compliance with this Section 7.6. The fees and expenses of the independe...
