Payment of Earnout Consideration. On the last day of each month that a Monthly Earnout is payable, the Purchaser shall pay to the Seller the Monthly Base Amount on or before the last day of each such month. Not later than ten (10) days after the end of each calendar month in which the Purchaser must pay the Seller the Monthly Earnout (the “Earnout Period”), the Purchaser shall provide to the Seller a written notice containing its calculation of the amount, if positive, that is the difference of (i) the Monthly Earnout Amount less (ii) the Monthly Base Amount (the “Earnout Gross Up Amount”), together with reasonably detailed data supporting such calculation (the “Earnout Notice”). Not later than fifteen (15) days after receipt of the Earnout Notice (the “Earnout Review Period”), the Seller may deliver a dispute notice to the Purchaser (the “Dispute Notice”), notifying the Purchaser of the Seller’s proposed adjustments to, or disputes with, the Purchaser’s calculations. If the Seller does not deliver a Dispute Notice during the Earnout Review Period, the Purchaser shall, within thirty (30) days after the end of each Earnout Period, pay the Seller the Earnout Gross Up Amount indicated in the Earnout Notice. If there is a dispute, the Purchaser shall, within thirty (30) days after the end of each Earnout Period pay the Seller the portion of the Earnout Gross Up Amount that is not in dispute and the parties shall in good faith attempt to resolve any disputes. If the parties can resolve such dispute within thirty (30) days after the receipt by the Purchase of the Dispute Notice, then such agreed upon amount shall be the Earnout Gross Up Amount and the Purchaser shall pay Seller any remaining Earnout Gross Up Amount then due and payable. If the parties cannot reach agreement in resolving any dispute within such thirty (30) day time period after the Dispute Notice is given by the Seller to the Purchaser, the parties shall jointly select and engage an independent accounting firm (other than the Purchaser’s or the Seller’s accounting firm) (the “Arbiter”) to resolve any remaining disputes regarding the Earnout Gross Up Amount. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) calendar days after acceptance of its appointment as Arbiter, the Arbiter shall deter...
Payment of Earnout Consideration. (a) (i) Within ninety days after the third anniversary of the Effective Date, OHM shall determine the Average Operating Income, subject to review by OHM's accountants (the "Average Operating Income Calculation"). Within three business days after OHM's receipt of the Average Operating Income Calculation, OHM shall deliver such calculation to each of the Shareholders for review.
Payment of Earnout Consideration. Within ten (10) days after the date on which an Earnout Statement becomes final and binding upon the parties as set forth in Section 2.04(b)(ii), to the extent of any Earnout Consideration reflected therein, Subversive shall (1) issue to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Xxxxxx and Subversive, a Qualified Investor, and to each Employed Option Holder, out of the Earnout Consideration, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time) and (2) pay, or cause to be paid, to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received out of the Earnout Consideration if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment.
Payment of Earnout Consideration. For each month in which Qualifying Revenue is actually received by Buyer, Buyer shall pay the Earnout Consideration to the Equity Holders on the last day of the following month (each, an “Earnout Payment Date”). On each Earnout Payment Date, the Buyer shall pay the Earnout Consideration to the Equity Holders in cash; provided, however, in no event will more than sixty percent (60%) of the Merger Consideration be paid in the form of cash. Accordingly, any amount which cannot be paid in cash shall be paid in Buyer Common Stock priced as of its closing price on the OTC Bulletin Board on second trading day prior to the Earnout Payment Date.
Payment of Earnout Consideration. Within thirty days following delivery of the Earnout Statement, Parent shall deliver payment of the Earnout Consideration to the Shareholders by delivery of Parent Common Stock (the "Earnout Shares") at a per share value equal to the IPO Price.
Payment of Earnout Consideration. Once the Xxxxxxx Revenue for the 2019 Period or 2020 Period, as applicable, Earnout Amount and Earnout Consideration is finally determined on the earliest to occur of the Preliminary Earnout Resolution Date, the Party Earnout Resolution Date and the Arbitration Earnout Resolution Date, Acquirer shall issue or cause to be issued the Earnout Consideration to the Stockholder, with the specific amount of Earnout Consideration to the Stockholder as set forth in the Payment Schedule (which may be amended by the Stockholder in connection with such issuance to reflect the specific Earnout Consideration finally determined).
Payment of Earnout Consideration. (a) The Earnout Consideration payable to the Seller, as provided in Section 1.2 above, shall be paid by the Buyer quarterly on or before forty-five (45) days following the end of each calendar quarter of the Company, commencing with the first calendar quarter following the Closing Date. Each such quarterly payment of the Earnout Consideration will be based on the after-tax net profits, if any, of the Company, computed in accordance with GAAP consistently applied for the most recently completed calendar quarter. In the event that the Company reports a loss for such period, the Buyer shall not be required to make a payment pursuant to this Section 1.6 for such period. A stand-alone profit and loss statement for the Company shall be maintained by the Buyer which will include the results of such business unit even if it is transferred or consolidated with other business units of the Buyer or any affiliates.
Payment of Earnout Consideration. Once the Aggregate 2018 Shipment Amount, Earnout Amount and Earnout Consideration is finally determined on the earliest to occur of the Preliminary Earnout Resolution Date, the Party Earnout Resolution Date and the Arbitration Earnout Resolution Date, Acquirer shall issue or cause to be issued the Earnout Management Carveout Shares pursuant to the terms of the Management Carveout Plan and the Earnout Consideration Remainder to the Consideration Recipients, with the specific amount of Earnout Consideration to the Consideration Recipients as set forth in the Payment Schedule (which may be amended by the Securityholder Representative in connection with such issuance to reflect the specific Earnout Consideration finally determined).
Payment of Earnout Consideration. Once the Earnout Payment, Earnout Amount and the Earnout Consideration for CY 2019 and CY 2020 (as applicable) is finally determined on the earliest to occur of the Preliminary Earnout Resolution Date, the Party Earnout Resolution Date and the Arbitration Earnout Resolution Date, Purchaser shall within three (3) Business Days thereafter issue or cause to be issued the applicable Earnout Consideration to the Seller and/or its designees in accordance with this Agreement.
Payment of Earnout Consideration. (a) The Earnout Consideration payable to the Company's shareholders, as provided in Section 1.7(a) above, shall be paid quarterly on or before forty-five (45) days following the end of each fiscal quarter of the Company, commencing with the first fiscal quarter following the Effective Date. Each such quarterly payment of the Earnout Consideration will be for the after-tax net profits of the Company, computed in accordance with U.S. generally accepted accounting principles consistently applied, for the most recently completed fiscal quarter. A stand-alone profit and loss statement for the Company shall be maintained by the Company which will include the results of such business unit even if it is transferred or consolidated with other business units of the Parent or any affiliates.
