Second Year Earn-Out Sample Clauses

Second Year Earn-Out. The Company shall deliver to Iconic and Company Members (A) unaudited financial statements of the Company for each of the three quarterly periods starting on the first day of the calendar month immediately following the First Measurement Period, prepared in accordance with GAAP, together with a statement setting forth in reasonable detail each of the items comprising the Company’s EBITDA for each such quarterly period, which quarterly financial statements shall be delivered within fifteen (15) days after the end of the applicable quarterly period, and (B) (i) unaudited financial statements for the twelve (12) month period starting on the first day of the calendar month immediately following the First Measurement Period (the “Second Measurement Period”), prepared in accordance with GAAP and (ii) a statement setting forth in reasonable detail each of the items comprising the Company’s EBITDA for the Second Measurement Period (the “Second Year EBITDA”) (collectively, the “Second Year Statements”). Company Members shall be entitled to receive, with respect to the Second Measurement Period, an amount (the “Second Year Earn-out Amount”), examples of which are set forth on Schedule D hereto, equal to such Company Members’ Pro Rata Portion of the excess, if any, of: (i) 1.96 times the Second Year EBITDA, over (ii) the EBITDA Hurdle; provided, however, no Second Year Earn-out Amount shall be payable if (i) does not exceed (ii).
Sample 1
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Second Year Earn-Out. Buyer shall pay Seller 30% of the Net Revenue increase for the 12-month period ending 24 months from the Closing Date (“Second Earn-Out Year”) compared with the Net Revenue for the First Earn-Out Year (“Second Earn-Out”). The Second Earn-Out shall be paid to Seller within 45 days of the end of the Second Earn-Out Year; provided that, Net Revenues for the Second Earn-Out Year exceed the Net Revenues for the First Earn-Out Year. If Second Earn-Out Year Net Revenues fall below $400,000 then no Second Earn-Out will be paid. The Second Earn-Out shall be paid in cash or, at Seller’s election within five days after the end of the Second Earn-Out Year, in Buyer common stock which will be calculated at 90% of the closing price quoted on the OTC Bulletin Board (or any other applicable stock exchange) at the last date of the Second Earn-Out Year.
Sample 1
Second Year Earn-Out. (i) If the Company generates EBITDAR of at least $11,982,000 plus $30,425 for each weighted average tractor in excess of 263 operated by the Company during the twelve-month period from April 1, 2001, through March 31, 2002 (the "Second Year Target"), the Buyer shall issue to the Stockholder 30,000 shares of its common stock. In addition, if the Company generates EBITDAR that is greater than the Second Year Target, then the Buyer shall issue an additional number of shares between 1 and 30,000 that is equal to one share for each $13.33 by which EBITDAR exceeds the Second Year Target, up to a maximum of 30,000 such shares.
Sample 1
Second Year Earn-Out. Notwithstanding the Second Anniversary Earn-Out Calculation or any other provision to the contrary in the Purchase Agreement, the Additional Consideration to be paid/issued with respect to the Second Year Earn-Out shall be the full amount of $3,000,000 and 276,000 Shares (subject to adjustment pursuant to Section 2.8(n) of the Purchase Agreement) (collectively, the “Second Year Additional Consideration”). Buyer shall (1) pay the Second Year Additional Consideration in accordance with the percentage indicated next to each Seller’s name on Exhibit B attached to the Purchase Agreement and (2) issue the Additional Consideration consisting of Shares to TESI, in each case on or before October 5, 2018 (the “Second Year Earn-Out Payment Date”). Notwithstanding anything to the contrary herein, in the event that RLH terminates either of Xxxxx or Xxxxx for Cause (as defined in their respective Independent Contractor Agreement) prior to the Second Year Earn-Out Payment Date, the Second Year Earn-Out shall be $2,250,000 and 207,000 Shares.
Sample 1

Related to Second Year 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.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • 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.

  • 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.

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

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

  • Cash Balance At Closing, Purchaser shall pay to Seller the Purchase Price, less the Xxxxxxx Money, plus or minus the prorations described in this Agreement (such amount, as adjusted, being referred to as the “Cash Balance”). Purchaser shall pay the Cash Balance by federal funds wire transferred to an account designated by Seller in writing.

  • 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.

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