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. The Earnout shall be paid by Purchaser to Seller, in accordance with the foregoing, based upon the amount of Collected Sales Revenues received during each of Purchaser's fiscal quarters based on a fiscal year end of January 31 (except for the first Earnout payment which shall be based on Collected Sales Revenues from the Closing Date through January 31, 2000 and except for the last Earnout payment which shall be based on Collected Sales Revenues from July 31, 2002 to the date six (6) months following the third anniversary of the Closing Date). The Earnout shall be paid by Purchaser to Seller on or before the 15th day of the month following the end of each such fiscal quarter or period commencing February 15, 2000 and on the same day every third month thereafter until the last payment is made on April 15, 2003. Each payment of the Earnout shall be accompanied by a written summary from Purchaser to Seller of the manner in which the Earnout has been calculated including any deductions or offsets therefrom.
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. (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.
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. 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. If both (A) Revenue for the Earnout Period is XXXXXXXXXX, and (B) Contribution Margin for the Earnout Period is XXXXXXXXXX, then the total Earnout Payment shall equal XXXXXXXXXX, subject to the following:
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. (a) The Parties acknowledge, confirm, and agree that the Earnout shall be calculated as follows:
