Payment of Earnout Payment Sample Clauses

Payment of Earnout Payment. The Earnout Payment, if any, less any reimbursed amounts paid from the Earnout Payment to the Shareholder Representative under Section 1.9(d)(ii), shall be paid to the Company Securityholders pro rata based on such Company Securityholder’s portion of the aggregate Initial Merger Consideration, Initial Option Consideration and Initial Warrant Consideration. If any Earnout Payment is payable under this Section 1.9, promptly following the expiration of the Earnout Objection Deadline, if no objection to the Earnout Certificate is made, or immediately upon final resolution of any dispute relating to the Earnout Certificate or Earnout Payment pursuant to subsection (d) of this Section 1.9, the Buyer shall pay the Earnout Payment, less any amounts required to be reimbursed to the Shareholder Representative under Section 1.9(d)(ii), to the Disbursing Agent on behalf of and for the account of the Company Securityholders, and the Disbursing Agent shall deliver the Earnout Payment to the Company Securityholders by cashiers check or wire transfer in immediately available funds to the address or pursuant to the account information, as applicable, provided to the Disbursing Agent by the Shareholder Representative.

Payment of Earnout Payment. Any Earnout Payment shall be payable by DTS in shares of DTS Common Stock, the number of shares of which shall be equal to the quotient obtained by dividing (a) such Earnout Payment by (b) the DTS Share Price. Any Earnout Payment shall be delivered to the Stockholder Representative on behalf of the Stockholders and paid and allocated among the Stockholders by the Stockholder Representative pro rata in accordance with the ratio, expressed as a percentage, that the number of shares of Company Stock held by such Stockholder immediately prior to the Effective Time (as shown on Schedule 2.4) bears to the total number of shares of Company Stock issued and outstanding immediately prior to the Effective Time (as shown on Schedule 2.4) (such Stockholder’s “Company Ownership Percentage”), subject to the provisions of Section 2.6 above.

Payment of Earnout Payment. Buyer shall determine whether the relevant Milestone has been (the “Milestone Determination”) met and send written notice thereof together with supporting documentation (the “Earnout Determination Notice”) to Sellers Rep within sixty (60) days after the end of each of Year 1 and Year 2 (the “Earnout Payment Date”). If the Milestone Determination is that the relevant Milestone has been met, Buyer shall pay the Earnout Payment, if any, within thirty (30) days after the Milestone Determination has been made, with any cash portion thereof being paid by wire transfer of immediately available funds to the Paying Agent Account. If applicable, the Earnout Shares to be issued to Sellers as part of the Earnout Payment shall be valued based on the volume-weighted average closing prices for the sixty (60) trading days prior to such issuance. The Earnout Payment shall be allocated among Sellers in accordance with the Closing Statement.

Payment of Earnout Payment. Upon completion of the Earnout Period, within ten (10) Business Days following the determination that the Target Earnings Statements are final, conclusive and binding pursuant to either Section 2.06(b) or Section 2.06(c), Buyer shall pay (or cause to be paid) to each Seller by wire transfer of immediately available funds to such accounts as may be designated in writing by the Sellers Representative to Buyer (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of such Sellers) such Seller’s Pro Rata Percentage of an Earnout Amount that shall be equal to: (A) CAD$35,000,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to the Cumulative Target; (B) CAD$32,400,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 95%, but less than the Cumulative Target; (C) CAD$29,800,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 90%, but less than 95%, of the Cumulative Target; (D) CAD$27,100,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 85%, but less than 90%, of the Cumulative Target; (E) CAD$24,500,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 80%, but less than 85%, of the Cumulative Target; (F) CAD$21,900,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 75%, but less than 80%, of the Cumulative Target; (G) CAD$19,300,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 70%, but less than 75%, of the Cumulative Target; (H) CAD$16,600,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 65%, but less than 70%, of the Cumulative Target; (I) CAD$14,000,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 60%, but less than 65%, of the Cumulative Target; (J) CAD$11,400,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 55%, but less than 60%, of the Cumulative Target; and (K) CAD$8,800,000 if Target Earnings reported in the Target Earnings Statements are greater than or equal to 50%, but less than 55%, of the Cumulative Target.

Payment of Earnout Payment. The Earnout Amount shall (i) be paid (x) within five (5) Business Days of the Approval Notice, if applicable, or (y) if there is an Earnout Dispute Notice, then within five (5) Business Days of the final determination of the Combined Calculation Statement by the Independent Accountants pursuant to clause (e) above; and (ii) be paid by wire transfer of immediately available funds to UK Parent Subsidiary. Any payments required under this Section 2.03 not paid within five (5) Business Days of the Approval Notice or final determination of the Independent Accountants shall bear interest beginning on the day that is six (6) Business Days following the Approval Notice or final determination of the Independent Accountants, at a rate per annum equal to the prime lending rate in effect at such time as published by Bank of America.

Payment of Earnout Payment. On the second Business Day following the date on which the Buyer and the Holder Agent agree to the Earnout Period Revenue Report and Earnout Calculation, or, if there is an Earnout Dispute, on the second Business Day following the date on which a determination of an Earnout Dispute is made under paragraph 6 (the “Earnout Payment Date”), the Buyer and the Holder Agent will deliver a joint written direction to the Escrow Agent directing the Escrow Agent to pay the Earnout Payment, if any, to the Holder Agent (on behalf of the Vendors in accordance with their Adjusted Pro-Rata Portion) and the remainder of the Earnout Escrow Amount, if any, to the Buyer; provided that to the extent the Earnout Dispute is resolved by the Independent Accountant (as defined below) only the notice of the Buyer or the Holder Agent, together with a copy of the written conclusion of the Independent Accountant, shall be required to release the Earnout Escrow Amount.

Payment of Earnout Payment. Within 30 days after the preparation of the Gross Profit Statement, the Buyer shall remit to each Schedule 1.03 Seller the Earnout Payment, if any, due to such Schedule 1.03 Seller, calculated in accordance with the percentages set forth opposite each such Seller's name on SCHEDULE 1.02 together with a certificate setting forth such calculation and a copy of the Gross Profit Statement.

Payment of Earnout Payment. Any Earnout Payment payable hereunder shall be made by wire transfer of immediately payable funds to the Sellers by Buyer. The Earnout Payment shall be paid following the determination of Adjusted EBITDA for the Earnout Period pursuant to Sections 2.4(c) and 2.4(d) below; PROVIDED that unless the Sellers have filed a Notice of Disagreement which has not been finally determined by the Accounting Firm, the Earnout Payment shall be paid on or prior to January 1, 2001. Notwithstanding the foregoing, any amounts payable by Buyer pursuant to this Section 2.4 may be reduced by any amounts owing to any of the Buyer Parties pursuant to Section 8.2 below.

Payment of Earnout Payment. Within five (5) Business Days following the determination of the Final EBITDA Calculation for each Earnout Period in accordance with this Section 2.7, the Purchaser shall pay, or cause the Surviving Corporation to pay, an amount equal to the respective Earnout Payment as follows: (i) to the Paying Agent, which shall be distributed to the Stockholders without duplication by the Paying Agent, an amount equal to the product of (1) the quotient of (x) the respective Earnout Payment, divided by (y) the number of Fully Diluted Shares, multiplied by (2) the aggregate number of Company Shares; and (ii) to each Option Holder, without duplication by Purchaser or the Surviving Corporation, an amount equal to the product of (1) the quotient of (x) the respective Earnout Payment, divided by (y) the number of Fully Diluted Shares, multiplied by (2) the number of shares of Common Stock subject to Options held by such Option Holder immediately prior to the Effective Time; and (iii) to Xxxxx Xxxxxxxxxxx, without duplication by Purchaser or the Surviving Corporation, an amount equal to the product of (1) the quotient of (x) the respective Earnout Payment, divided by (y) the number of Fully Diluted Shares, multiplied by (2) the number of Xxxxxxxxxxx Shares.

Payment of Earnout Payment. Each Earnout Payment, if any, shall be -------------------------- paid by Itron to GFI, or to one or more permitted assignees of GFI as specified in writing by GFI to Itron. The portion of any Earnout Payment that is treated as interest for federal tax purposes shall be computed under Treasury Regulation Section 1.1275-4(c)(4) (the "Earnout Interest Portion"). With respect to each ------------------------ Earnout Payment, (i) the Earnout Interest Portion shall be payable in cash, (ii) fifty percent (50%) shall be payable in Itron Common Shares (the "Earnout Stock ------------- Portion") and (iii) the remainder shall be payable in cash (amounts payable ------- pursuant to clauses (i) and (iii) above are hereinafter referred to in the aggregate as the "Earnout Cash Portion"). The amount of Itron Common Shares to -------------------- be paid to GFI as the Earnout Stock Portion on each occasion shall be that number determined by dividing (A) the Earnout Stock Portion, by (B) the average closing price of the Itron Common Shares as publicly reported by Nasdaq as of 4:00 p.m. Eastern Standard Time on the twenty (20) trading days prior to the fifth (5/th/) trading day following the day that Itron delivers to GFI the written calculation of the LineSoft Revenue and the Earnout Payment, if any, pursuant to Section 3.2(a). The Earnout Cash Portion shall be ------------- paid by Itron by certified check or wire transfer of immediately available funds to an account specified by GFI. The Earnout Stock Portion shall be delivered to GFI in Itron Common Shares, which are the subject of an effective registration statement filed with the SEC (together with any required actions under applicable state and federal securities laws) and listed on the Nasdaq. In the event that any Earnout Payment or any portion thereof is not paid to GFI on or before the date that such payment is required to be made hereunder, then Itron shall pay interest on the unpaid balance (including principal and any accrued interest) at the rate of ten percent (10%) per annum ("Penalty Interest") until ---------------- the entire Earnout Payment and all accrued interest thereon has been paid; provided, that payment of such Penalty Interest shall not relieve Itron's -------- obligation pursuant to this Agreement to timely make such Earnout Payment to GFI when each such payment becomes due.