Performance Earn Out Sample Clauses

Performance Earn Out. (i) No later than ten (10) business days following the date Portsmith FMV (as defined below) is determined pursuant to subpart (iv) or (v) below, Parent shall pay to the Eligible Stockholders an aggregate amount equal to the Performance Earn Out (as defined below), subject to the indemnification and offset rights of Parent and Merger Sub under Article VIII below. (ii) As soon as reasonably practicable after December 31, 2002, but on or prior to April 1, 2003 (subject to extension as provided below), Parent shall determine in writing and deliver to the Eligible Stockholders (the "Earn Out Notice") the value of an earn out payment to be made to the Eligible Stockholders equal to 45.6% of Portsmith FMV (the "Performance Earn Out"), with payment, being in the form of cash and/or shares of Parent Common Stock (valued at the Current Market Price as of the date that Portsmith FMV has been finally determined). The mix of cash and Parent Common Stock paid to satisfy the Performance Earn Out shall be at Parent's sole discretion; provided, however, that the total cash portion of the Merger Consideration shall be limited to sixty percent (60%) thereof (the "Cash Cap"), subject to subsection (d) below. (iii) As used herein, the term "Portsmith FMV" shall mean the value of the Surviving Corporation as of December 31, 2002. For purposes of determining Portsmith FMV: (1) the Surviving Corporation shall be considered as a stand-alone entity, and except for the fee payable to Parent for sales of the Surviving Corporation's products as provided in Section 7.2 below, no expenses, overhead and/or costs of Parent shall be considered in such determination, unless approved by the Surviving Corporation's President; (2) only fifty percent (50%) of the bonuses payable to the executive management team of the Surviving Company (as discussed in Section 7.4 below) shall be considered as an expense in such calculation (the "Bonus Responsibility"); and (3) the value of Surviving Corporation's subsidiary, Mobility 2001 Limited, organized under the laws of the United Kingdom ("Subsidiary"), shall not be included in such calculation. (iv) After delivery of the Earn Out Notice, Parent and Xxxxxx Xxxxx ("Xxxxx"), or Xxxxx'x successor, if chosen by a majority of the Stockholders, shall have sixty (60) days thereafter to: (i) mutually agree on Portsmith FMV using all commercially reasonable efforts to reach such an agreement; or (ii) designate a mutually agreeable Independent Financial Expert (a...
Sample 1
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Performance Earn Out. (a) As additional consideration, on the Performance Earn-Out Payment Date Buyer will pay to the Warrantor Sellers (by delivery of shares of Buyer Stock, Buyer Options and money as provided in Section 2.5(b)), an aggregate amount equal to the following amount (the "Performance Earn-Out Amount"): (i) $0, if the Company's Sales for Fiscal 2000 and Fiscal 2001, combined, are less than $24.5 million or if Gross Margin in Fiscal 2001 is less than 70 percent; or (ii) $20 million, if the Company's Sales for Fiscal 2000 and Fiscal 2001, combined, equal or exceed $24.5 million, but are less than $27.5 million, and Gross Margin in Fiscal 2001 is at least 70 percent; or (iii) $30 million, if the Company's Sales for Fiscal 2000 and Fiscal 2001, combined, equal or exceed
Sample 1
Performance Earn Out. (a) In addition to the Closing Price, for a period of five (5) years from the Closing Date (the "Performance Earn Out Period"), Buyer shall pay to Seller forty percent (40%) of the remainder, if any, of (i) aggregate pro --------- forma Net Profit of the Business for the Performance Earn Out Period; less (ii) ---- Seven Million Eight Hundred Twenty-Five Thousand U.S. Dollars ($7,825,000 US) (the "Performance Amount"). The "Net Profit of the Business" shall be defined as operating profit of the Zerand Division, less amortization of goodwill existing immediately prior to the Closing Date and provision for pro forma income taxes as determined in accordance with United States generally accepted accounting principles and past practices as applied by Seller to the Zerand Division immediately prior to Closing ("GAAP"). Notwithstanding anything in this Agreement to the contrary, the Performance Amount shall not exceed Eight Million Five Hundred Thousand U.S. Dollars ($8,500,000 US). Buyer agrees that subsequent to the Closing Date and until the expiration of the Performance Earn Out Period, Buyer shall operate the Business as a separate division or controlled subsidiary of NAC or any direct or indirect parent which controls NAC, and shall maintain separate books and records for the Business as if it were a "stand alone" entity in order to calculate the Performance Amount. For purposes of the calculation of the Performance Amount, Buyer and Seller agree that (a) Buyer shall not allocate costs to the Business from any Affiliate of Buyer except to the extent such Affiliate is providing services or goods to Buyer at not more than fair market value, (b) the payment of the Performance Amount will not result in a reduction in the aggregate pro forma Net Profit of the Business, (c) Buyer will not reduce the aggregate pro forma Net Profit of the Business by any general overhead payable to Affiliates of Buyer not related to the commercially reasonable needs of the Business, (d) the charge to pro forma Net Profit of the Business for amortization of goodwill shall be only the goodwill on the books of the Zerand Division immediately prior to the Closing Date, and (e) the amount spent for investment, research and development and marketing over the entire Performance Earn Out Period shall be reasonable given the revenue expected to be derived from the Business.
Sample 1
Performance Earn Out. The aggregate Performance Earn Out payments pursuant to Section 2.1 of the Letter Agreement will be equal to 4,788,992 Holdings Units.
Sample 1
Performance Earn Out. (i) For each of the two consecutive twelve-month periods beginning on the date of this Agreement, (the "First Earn Out Period" and the "Second Earn Out Period", respectively), Parent shall pay to the Shareholders (1) ten percent (10%) of the Incremental Revenues, if any, and (2) an amount equal to the product of three (3) multiplied by the Incremental Operating Income, if any, (together, the "Performance Amount"). "Incremental Revenues" shall mean (A) during the First Earn Out Period, the positive amount, if any, equal to the Surviving Corporation's Revenues during the First Earn Out Period minus $6 million (the "Base Revenues"). Revenues shall include (a) net sales derived from the products of Surviving Corporation in process and existing (whether or not they include integration of Parent's Split Bridge Technology) at the date of this Agreement; (b), all net sales by Surviving Corporation (including sales of Parent's products) to those existing and identified customers set forth on Schedule 3.31; (c) net sales of existing and in process products (whether or not they include Parent's Split
Sample 1

Related to Performance Earn Out

  • Performance Pay In accordance with Section 8 of the General Appropriations Act for Fiscal Year 2020-2021, contingent upon the availability of funds and at the Agency Head’s discretion, each agency is authorized to grant merit pay increases based on the employee’s exemplary performance, as evidenced by a performance evaluation conducted pursuant to Rule 60L-35, Florida Administrative Code.

  • Annual Performance Bonus During the Employment Term, the Executive shall be entitled to participate in the STIP, with such opportunities as may be determined by the Chief Executive Officer in his sole discretion (“Target Bonuses”), and as may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time, and the Executive shall be entitled to receive full payment of any award under the STIP, determined pursuant to the STIP (a “Bonus Award”).

  • Performance Incentive 4.10.1 If the Seller delivers Coal to the Purchaser in excess of ninety percent (90%) of the ACQ in a particular Year, the Purchaser shall pay the Seller an incentive (“Performance Incentive”/ “PI”), to be determined as follows: PI = P x Additional Deliveries x Multiplier Where: PI = The Performance Incentive payable by the Purchaser to the Seller P = The Base Price of Highest Grade, as shown in Schedule II Additional Deliveries = Quantity [in tonnes] of Coal delivered by the Seller in the relevant Year in excess of 90% of the ACQ. Multiplier shall be 0.15 for Additional Deliveries between 90%-95% of ACQ and 0.30 for Additional Deliveries in excess of 95% of ACQ. 4.10.2 With respect to part of a Year in which the term of this Agreement begins or ends, the relevant quantities in Clause 4.10.1, except the Multiplier, shall apply pro-rata. 4.10.3 Within thirty (30) days of expiry of a Year, the Seller shall submit an invoice to the Purchaser with respect to the PI payable in terms of Clause 4.10.1 and the Purchaser shall pay the amount so due within thirty (30) days of the receipt of the invoice. In the event of non-payment of PI by the due date, the Seller shall have the right to suspend Coal supplies without absolving the Purchaser of its obligations under this Agreement.

  • Performance Bonus The Executive shall be eligible to receive an annual performance bonus, payable within sixty (60) days after the end of the fiscal year of the Employer, in an amount not to exceed twenty-five percent (25%) of the Executive's Base Salary for the applicable year. The amount, if any, shall be determined by the Board, or the appropriate committee thereof, and shall generally be based on a combination of organization-wide and individual performance criteria.

  • Performance Bonuses The Executive will be eligible to receive an annual cash bonus at an annualized rate of up to 40% of his base salary, based on the achievement of reasonable individual and Company performance targets to be established by the Company and Parent.

  • Performance Period This Agreement shall be performed during the period which begins Oct 01 2020 and ends Sep 30 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement.

  • Performance Incentives As a bonus, to supplement Assistant Coach’s compensation, as set out herein, the University agrees to pay the following sums upon attainment of each specified goal, provided the Program is in compliance with all Governing Athletics Rules and University Rules, and there are no pending or active NCAA or __________ Conference investigations or major violations of which Assistant Coach knew or should have known. Assistant Coach must also complete the _________ [insert sport] season as an Assistant [Men’s/Women’s] [delete if sport is football] __________ Coach to receive any performance incentives for that season. Payment will be made to Assistant Coach within 60 days after goal is accomplished. (a) $_________ in any contract year in which the team wins the __________ Conference championship. (b) $_________ in any contract year in which the team participates in post-season NCAA competition. (c) $_________ for each game that the team wins in NCAA post-season competition. (d) $_________ in any contract year in which the team wins the NCAA championship.]

  • Annual Performance Evaluation On either a fiscal year or calendar year basis, (consistently applied from year to year), the Bank shall conduct an annual evaluation of Executive’s performance. The annual performance evaluation proceedings shall be included in the minutes of the Board meeting that next follows such annual performance review.

  • Performance Excused The Affected Party, to the extent rendered unable to perform its obligations or part thereof under this Agreement as a consequence of the Force Majeure Event shall be excused from performance of the obligations. Provided that, the excuse from performance shall be of no greater scope and of no longer duration than is reasonably warranted by the Force Majeure Event. Provided further, nothing contained herein shall absolve the Affected Party from any payment obligations accrued prior to the occurrence of the underlying Force Majeure Event.

  • Annual Performance Review The Employee’s performance of his duties under this Agreement shall be reviewed by the Board of Directors or a committee of the Board of Directors at least annually and finalized within thirty (30) days of the receipt of the annual audited financial statements. The Board of Directors or a committee of the Board of Directors shall additionally review the base salary, bonus and benefits provided to the Employee under this Agreement and may, in their discretion, adjust the same, as outlined in Addendum B of this Agreement, provided, however, that Employee’s annual base salary shall not be less than the base salary set forth in Section 4(A) hereof.

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