Revenue Earn-Out Sample Clauses

Revenue Earn-Out. The “Revenue Earn-Out Payment” shall be calculated as follows:
Sample 1
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Revenue Earn-Out. As additional consideration, Buyer shall pay to the Holders an amount not to exceed $833,333 and 53,333 Buyer Class A Units, calculated as set forth in the Earn-Out Schedule (such amount is referred to herein as the "Additional Consideration") and subject to the terms set forth in this Section 1.7; provided, however, that no Additional Consideration shall be paid unless (a) the Company's earnings before interest, taxes and depreciation ("EBITDA"), determined in accordance with generally accepted accounting principles ("GAAP"), as a percentage of revenue is at least 14.8% for the Earn-Out Period (as hereinafter defined) and (b) the Company's Qualified Revenue (as hereinafter defined) for the Earn-Out Period is equal to or greater than the amount that is 128.0% of the Company's 1997 Qualified Revenue. For purposes of this Section 1.7, the term "Earn Out Period" shall mean the twelve month period ended March 31, 1999 and the term "Qualified Revenue" shall mean all revenue earned by the Company (including, without limitation, all payments, reimbursements, fees or penalties received by the Company after March 31, 1998, whether or not deemed to be earned by the Company prior to such date, in connection with the termination, winding down of the system or final settling of accounts of that certain Consulting & Systems Management Agreement between the Company and Nelsxx Xxxormation, Inc. (the "Nelsxx Xxxeement"), or that are intended to pay the company for services performed under such agreement at rates higher than the earlier invoiced rates of $80.00 per hour, excluding amounts billed for services through March 31, 1998, and reimbursable expenses incurred prior to March 31, 1998), less the Company's actual cost of any resold third party hardware and/or resold third party software. For purposes of this Section 1.7, EBITDA shall not take into account any payments by the Company of any payroll taxes and similar charges paid by the Company relating to the compensation deemed to be received by Charxxx Xxxxxxxxx xx the Excluded Optionholders as a result of cancellation of outstanding options to purchase Common Stock of the Company.
Sample 1
Revenue Earn-Out. The Securityholders collectively (and with respect to each individual Securityholder, in accordance with their respective Pro Rata Shares) shall receive from Buyer, Earn-Out Obligation (the 2021 Revenue Earn-Out Obligation, 2022 Revenue Earn-Out Obligation, 2023 Revenue Earn-Out Obligation, each a “Revenue Earn-Out Obligation” and, collectively, the “Revenue Earn-Out”) up to an aggregate amount equal to $6,000,000 upon satisfaction of the criteria set forth below.
Sample 1
Revenue Earn-Out. As additional consideration for the Purchased Equity, Buyer shall pay an amount up to $2,000,000 to the Selling Parties, or their designee, as a payment for revenue growth (“Revenue Earn Out”), as follows:
Sample 1
Revenue Earn-Out. (i) No later than ten (10) business days following the date the Revenue Earn Out (as defined below) is determined, Parent shall pay to the Eligible Stockholders (subject to the indemnification and offset rights of Parent and Merger Sub under Article VIII below) an earn out equal to the following calculations (the "Revenue Earn Out"): ((2002 Revenue x .52) - $4.1 million) x PF, where PF = 2002 Profit Percentage/9%
Sample 1

Related to Revenue Earn-Out

  • Earn-Out Nothing in this Agreement shall affect Executive's right to Earn-Out payments under the Stock Purchase Agreement.

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Minimum Revenue Borrower and its Subsidiaries shall have annual Revenue from sales of the Product (for each respective calendar year, the “Minimum Required Revenue”):

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Revenue Share Effective as of July 1, 2001, Paragraph A of Schedule 11.1, attached as Appendix 1 to Amendment No. 4 of the Agreement shall be deleted and replaced in its entirety by the following Paragraph A:

  • Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Annual Cash Incentive Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive, measured against performance criteria to be determined by the Company’s Board (or a committee thereof) having a target value of not less than 70% of Base Salary.

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