Payment of Earnout Consideration. (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.
(ii) Unless a majority of the Shareholders (one of which must be Executive unless he is no longer employed by the Company or otherwise entitled to the Earnout Consideration), which for purposes of this Section 4.4 shall include such Shareholder's estate, if any, or guardian, in the case of disability, gives the Company written notice of their objection to the Average Operating Income Calculation, which notice shall include the basis of the Shareholders' objection in reasonable detail ("Notice of Objection"), within 30 calendar days after receiving the Average Operating Income Calculation (the "Objection Period"), the Average Operating Income Calculation shall be final, conclusive and binding on OHM and each of the Shareholders.
(iii) If a majority of the Shareholders (one of which must be Executive unless he is no longer employed by the Company or otherwise entitled to the Earnout Consideration) deliver a Notice of Objection within the Objection Period, OHM and the Shareholders shall use reasonable efforts to resolve all disputes regarding objections set forth in the Notice of Objection, If OHM and the Shareholders are not able to resolve all disputes regarding the Shareholders' objections set forth in the Notice of Objection within 14 calendar days after delivery to OHM of the Notice of Objection, the remaining disputed items shall be submitted for final resolution to an independent certified public accounting firm selected by mutual agreement of OHM, on the one hand, and the Shareholders, on the other hand, or if OHM and the Shareholders are unable to agree upon such accounting firm within 20 calendar days after the delivery of a Notice of Objection, OHM, on the one hand, and the Shareholders, on the other hand, shall promptly instruct their respective firms of independent certified public accountants to select, within five business days thereafter, a third independent certified public accounting firm and only the disputed items shall be submitted to such independent certified public accounting firm (the "Independent Accountants"), After offering OHM and OHM's representatives and the S...
Payment of Earnout Consideration. (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.
(ii) Unless a majority of the Shareholders (one of which must be Executive unless he is no longer employed by the Company or otherwise entitled to the Earnout Consideration), which for purposes of this Section 4.4 shall include such Shareholder's
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. The Earnout Consideration shall be due and payable on the third Business Day after the Earnout Consideration is finally determined in accordance with this Section 2.03. The Earnout Consideration shall be paid 50% in cash and 50% by Buyer delivering the R&M Parent Note B to Seller. The 50% of the Earnout Consideration payable in cash shall bear interest at a rate of 6.0% per annum until paid, with such interest beginning to accrue on the earlier of February 28, 2002 and 10 days after Buyer has received the necessary financial information to calculate the Earnout Payment Any amount not timely paid shall bear interest at a rate per annum equal to the Default Rate set forth in the R&M Parent Note Agreement until the same is paid.
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. Any Earnout Consideration not applied to offset Losses pursuant to Article VII shall be paid by Parent directly to the Shareholder Agent to hold in trust for the benefit of the Shareholders entitled thereto. Each Shareholder by executing and delivering this Agreement hereby irrevocably (i) acknowledges and agrees that upon the payment of any Earnout Consideration to the Shareholder Agent for the benefit of the Shareholders, neither Parent nor the Surviving Corporation nor any affiliate of either corporation shall have any further liability or obligation to any Shareholder with respect to such Earnout Consideration, (ii) agrees that the allocation and payment of the Earnout Consideration among the Shareholders shall be determined entirely by the Shareholders and the Shareholder Agent in their discretion (even if the result is that holders of the same class or series of capital stock are treated disparately) and (iii) agrees that in the event of any dispute as to the allocation or payment of any Earnout Consideration paid to Shareholder Agent, such Shareholder shall look solely and exclusively to Shareholder Agent for recourse or resolution of any such dispute.
Payment of Earnout Consideration. The Earnout Payment shall be paid by Acquiror to the Stockholders’ Agent in cash by wire transfer to an account designated by the Stockholders’ Agent. The Earnout Payment shall be allocated among the Stockholders according to the Stockholder Allocation Percentages set forth in the Closing Payment Schedule. Acquiror shall pay the cash representing the Earnout Payment as set forth in the Earnout Statement to the Stockholders’ Agent on the Earnout Payment Date and, in the event of any dispute in accordance with Section 2.8(d) below, shall pay any additional amounts owed as a result of the resolution of such dispute within two Business Days following any agreement or other resolution of disputes, subject to extension for any period necessary for dispute resolution pursuant to Section 2.8(d). The Stockholders’ Agent shall act as paying agent and shall distribute any such Earnout Payment to the relevant Target Stockholders in accordance with this Agreement unless an alternate paying agent arrangement is otherwise agreed to with Acquiror.
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. Subject to set-off pursuant to Section 7.1(e), payment of any Earnout Payment coming due under (i) Section 3.7(a)(i) shall be paid within sixty (60) days after the end of the consecutive twelve (12) month period in which the payment is earned and (ii) Section 3.7(a)(ii)(B) shall be paid by March 1, 2016, or if Earnout Sales meet or exceed the requirements of Section 3.7(a)(ii)(A) prior to the month ending December 31, 2015, within sixty (60) days after the end of the month in which such requirement has been met or exceeded. Payments shall be by wire transfer of immediately available funds to the Paying Agent and accompanied with a certificate, executed by the Surviving Corporation, setting forth in reasonable detail the payment computation. The Paying Agent shall distribute to the Company Stockholders (other than holders of Appraisal Shares), and the Company Option Holders that are entitled to receive the Aggregate Common Per Share Amount under Section 3.1(c) or Section 3.1(d), respectively, their respective share of any amounts distributed under this Section 3.7 and to any participant under the Carve-Out Incentive Plan their portion of the Earn-Out Carve-Out Amount pursuant to the Carve-Out Incentive Plan. None, of Parent, Merger Sub or the Surviving Corporation shall have any Liability to any participant under the Carve-Out Incentive Plan, other than paying any amounts payable to the Paying Agent as provided herein.
