Second Earnout Payment. (A) If the 2022 WTI Price equals or exceeds any of the WTI Thresholds, Buyer and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2022 Earnout Payment Date, no later than thirty (30) days following the applicable Determination Date (the “2022 Earnout Payment Date”), the amount set forth in Schedule 3.1(b) under the column titled “WTI Annual Earnout Amount” for the highest WTI Threshold satisfied by the 2022 WTI Price.
(B) If the 0000 Xxxxx Xxx Price equals or exceeds any of the Xxxxx Hub Thresholds, Buyer and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2022 Earnout Payment Date, on or before the 2022 Earnout Payment Date the amount set forth in Schedule 3.1(b) under the column titled “Xxxxx Hub Annual Earnout Amount” for the highest Xxxxx Hub Threshold satisfied by the 2022 Xxxxx Hub Price.
(C) Any amounts described in Section 3.1(b)(ii)(A) and Section 3.1(b)(ii)(B) shall be collectively referred to as the “Second Earnout Payment”.
Second Earnout Payment. If the Revenue of the PURO during the period commencing January 1, 2023 and ending December 31, 2023 (the “Second Earnout Period”) equals $10,608,924, the Parent shall pay, or cause to be paid, to each PURO Member, an amount equal to $2,281,250 by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the PURO Members, within 90 days after the date on which the Earnout Statement for the Second Earnout Period shall be deemed final subject to and in accordance with this Schedule. If the Revenue of the PURO during the period commencing January 1, 2024 and ending December 31, 2024 (the “Third Earnout Period”) equals $17,116,409, the Parent shall pay, or cause to be paid, to the PURO Members, in accordance with their Ownership Percentages, an amount equal to $3,906,250 by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the PURO Members, within 90 days after the date on which the Earnout Statement for the Third Earnout Period shall be deemed final subject to and in accordance with this Schedule. If the Revenue of the PURO during the period commencing January 1, 2025 and ending December 31, 2025 (the “Fourth Earnout Period”) equals $26,794,945, the Parent shall pay, or cause to be paid, to the PURO Members, in accordance with their Ownership Percentages, an amount equal to $3,000,000 by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the PURO Members, within 90 days after the date on which the Earnout Statement for the Fourth Earnout Period shall be deemed final subject to and in accordance with this Schedule.
Second Earnout Payment. Subject to the provisions of Section 3.3, and in addition to the Merger Consolidation and regardless of whether or not the First Earnout Payment has been, or is required to be, paid, if the Gross Profit during the Second Earnout Period (the “Second Earnout Period Gross Profit”) equals or exceeds $10,464,000, then the Stockholders shall be entitled to receive from DTS an amount (the “Second Earnout Payment”), payable as provided in Section 3.3 hereof, determined as follows:
(a) If the Second Earnout Period Gross Profit is equal to or greater than $10,464,000 but less than $13,080,000, the Second Earnout Payment shall be equal to $8,333,333 multiplied by the Second Earnout Factor. The Second Earnout Factor shall equal (i) 1.6665 multiplied by the quotient obtained by dividing the Second Earnout Period Gross Profit by $13,080,000, minus (ii) 0.
Second Earnout Payment. If EBIT for the Target Business shall exceed One Million Six Hundred Thousand Dollars ($1,600,000) in any one fiscal year during the Earnout Period, the Buyer shall pay to the Sellers an additional Five Hundred Thousand Dollars ($500,000). The Buyer may pay this amount in any one of the following manners:
(A) Cash; or
(B) Common Stock of the Buyer, where the price per share used to determine the number of shares of Common Stock of the Buyer to be issued to the Sellers shall be the average of such price per share over a thirty (30) day trading period selected jointly by Xxxxxxx X. Xxxxxxxx, Xx. and Xxxxx X. Xxxxxxx, or their respective designees; or
(C) Promissory Note, the principal of which shall be due and payable in two equal annual installments, such installments becoming due and payable on the first and second anniversaries of the date of issuance, and the interest on which shall accrue thereon at a rate per annum equal to the Applicable Rate and which shall be due and payable quarterly in arrears; or
(D) any combination of A, B or C above. The Buyer shall cause the Earnout Payments payable pursuant to Section s 2(c)(i) and (ii) above, if any, to be determined based on the financial statements of the Target Business prepared in accordance with GAAP consistently applied and paid to the Sellers promptly upon the release of such financial statements; provided, however, that in no event shall the Earnout Payments be paid to the Sellers later than 120 days after the end of the fiscal year of the Target Business. Any portion of the Earnout Payments to be paid in cash shall be payable by wire transfer or delivery of other immediately available funds. The Sellers shall be permitted to have one representative observe and review the internal audit relating to the preparation of the financial statements of the Target Business.
Second Earnout Payment. (i) As promptly as practical following the end of Parent’s fiscal year ending June 30, 2022 (but in no event later than 60 days thereafter), Parent shall deliver to the Stockholders’ Representative a statement (the “Second Earnout Statement”) showing the Revenue and EBITDA with respect to such fiscal year (the “Second Earnout Period”), calculated in a manner consistent with the definitions thereof. If the Stockholders’ Representative does not provide an Earnout Statement Dispute Notice within 45 calendar days of receiving the Second Earnout Statement, then the Parties hereby agree that the Second Earnout Statement shall be deemed conclusive and binding on the Parties hereto.
(ii) If the Stockholders’ Representative provides an Earnout Statement Dispute Notice to Parent within such 45-day period, then the provisions of Section 1.5(c)(ii) shall apply mutatis mutandis. The conclusive and binding Second Earnout Statement, based either upon agreement of Parent and the Stockholders’ Representative, or the written determination delivered by the Independent Accounting Firm in accordance with Section 1.4(e) and this Section 1.5, shall be deemed the “Final Second Earnout Statement”.
(A) If the Revenue set forth on the Final Second Earnout Statement is equal to or greater than $100,000,000, then Parent shall pay, or cause to be paid, to the Paying Agent, for further distribution to each Company Equityholder pursuant to the terms of the Paying Agent Agreement, an amount equal to $15,000,000; and (B) if the EBITDA set forth on the Final Second Earnout Statement is equal to or greater than $0, then Parent shall pay, or cause to be paid, to the Paying Agent, for further distribution to each Company Equityholder pursuant to the terms of the Paying Agent Agreement, an amount equal to $5,000,000. Any amounts payable pursuant to this Section 1.5(c)(iii) (the “Second Earnout Payment”) shall be made within ten Business Days following the date on which the Second Earnout Statement becomes the Final Second Earnout Statement. For the avoidance of doubt, (x) if the Revenue set forth on the Final Second Earnout Statement is less than $100,000,000, the Second Earnout Payment attributable to clause (A) of this Section 1.5(d)(iii) will be $0, and (y) if the EBITDA set forth on the Final Second Earnout Statement is less than $0, the Second Earnout Payment attributable to clause (B) of this Section 1.5(d)(iii) will be $0.
Second Earnout Payment. Subject to Section 12.2(e), if the payment of First Earnout Amount is made pursuant to Section 2.5(a)(i) above and if the Second Earnout Net Revenue exceeds $5,840,000 during the Second Earnout Period (such date of achievement, the “Second Earnout Date”), which shall occur no later than the fourth (4th) anniversary of the Closing Date, within ninety (90) days following the Second Earnout Date, Acquiror shall pay the members of the Management Pool the Second Earnout Amount pursuant to the terms and conditions set forth on Annex B hereto.
Second Earnout Payment. In the event during the second fiscal quarter ended following the Closing Date (the “Second Earnout Period”), Acquisition Sub funds, from the Purchased Assets, an aggregate volume of mortgage loans of at least $30.0 million, then Company shall issue to Designated Shareholder, the Second Earnout Payment within 30 days following the completion of the Second Earnout Period. The “Second Earnout Payment” shall be equal to 100,000 shares of the Earnout Shares.
Second Earnout Payment. 12 Second Earnout Start Date..........................12
Second Earnout Payment. Section 2.2(c) Tax Package ...................... Section 5.11
Second Earnout Payment. In the event that Enterprise Revenue for the 12- month period ended December 31, 2022 is equal to or greater than $7,955,000, Buyer shall 1 Note to Draft: Payment dates are subject to change based on anticipated closing date.
