The Earnout Sample Clauses

The Earnout. The Additional Tax Liability shall be determined as follows. Within ninety (90) days after the Closing, Sellers shall furnish written evidence to Buyer of the additional amount (the "Additional Tax Liability") which Sellers must receive so that, after giving effect to any taxes thereon, the aggregate amount received by the Owners after the Sellers pay all taxes legally required to be paid (including income, sales and transfer taxes) in respect of the Purchase Price and the Owners pay all taxes upon receipt of such amount following the liquidation of the Sellers is equal to the aggregate amount which would have been received by the Owners on an after-tax basis if the transactions contemplated hereby had been structured as a sale of equity in the Sellers by the Owners for the Purchase Price (exclusive of the Additional Tax Liability) rather than a sale of assets by the Sellers followed by the liquidation of the Sellers. Buyer shall review the calculation of such Additional Tax Liability within thirty (30) days after receipt thereof and notify Sellers of any discrepancy. If there is a discrepancy, and Buyer and Sellers cannot solve such discrepancy within thirty (30) days thereafter, then Sellers and Buyers shall mutually agree on an independent certified public accounting firm acceptable to both, if any, to review such calculation and make a determination. Such accounting firm's conclusion as to the Additional Tax Liability shall be conclusive. Sellers and Buyer shall share equally in the expenses of retaining such accounting firm unless such accounting firm determines that another allocation is more equitable. Upon such final determination, Buyer shall within ten (10) days thereafter, pay the entire amount of such Additional Tax Liability to Sellers. An example of the calculation of the Additional Tax Liability is attached as Schedule 2.
Sample 1Sample 2
The Earnout. (a) In the event that the Average Unit Contribution relating to the CantaMia Property as of December 31, 2014 (the “Milestone Date”) equals to or is greater than $87,603 (the “Minimum Average Unit Contribution Threshold”) and the Project Contribution relating to the CantaMia Property as of the Milestone Date exceeds $59 million (subject to prior adjustment pursuant to Section 2(c), the “Minimum Project Contribution Threshold”), the Recipients shall be entitled to receive, and the Issuer shall issue to the Recipients, such number of shares of Issuer Stock equal to the Earnout Amount (as defined below), divided by the Issue Price (the “Earnout Shares”). (b) The earnout amount (the “Earnout Amount”) shall be determined as follows, subject to a maximum Earnout Amount (the “Maximum Earnout”) of $8 million: (i) In the event that the Project Contribution equals $64 million (subject to prior adjustment pursuant to Section 2(c), the “Rate Change Threshold”), the Earnout Amount shall be $2 million; (ii) In the event that the Project Contribution equals or exceeds $72 million (subject to prior adjustment pursuant to Section 2(c), the “Maximum Project Contribution Threshold”), the Earnout Amount shall be $8 million; and (iii) In the event that the Project Contribution exceeds the Minimum Project Contribution Threshold and is less than the Rate Change Threshold, the Earnout Amount shall be equal to the product of (a) $2 million multiplied by (b) a fraction, the numerator of which is the amount by which the Project Contribution exceeds the Minimum Project Contribution Threshold, and the denominator of which is $5 million. (iv) In the event that the Project Contribution exceeds the Rate Change Threshold and is less than the Maximum Project Contribution Threshold, the Earnout Amount shall be equal to the sum of (a) $2 million plus (b) the product of (i) $6 million multiplied by (ii) a fraction, the numerator of which is the amount by which the Project Contribution exceeds the Rate Change Threshold (it being agreed that for this purpose, in no event shall the numerator be in excess of $8 million), and the denominator of which is $8 million. For illustrative purposes only (assuming no adjustments have been made pursuant to Section 2(c)): (i) In the event that the Project Contribution equals to $61 million, the Earnout Amount would be: (A) $2 million X (B) $ (61 million – 59 million) = $800,000 $ 5 million (ii) In the event that the Project Contribution equals to $71 million...
Sample 1
The Earnout. Following the Closing and subject to the terms and conditions of this Section 1.03, for each of the five (5) fiscal years ending December 31, 1998, 1999, 2000, 2001 and 2002 (each an "Earnout Year"), the Buyer shall pay or cause to be paid to sellers of Class A Common listed on SCHEDULE 1.03 hereto (the "Schedule 1.03 Sellers") in accordance with the percentages set forth opposite their names and under the caption "Earnout Percentage" on such Schedule, additional payments, in cash, (the "Earnout Payments" and each an "Earnout Payment") equal, in the aggregate, to twenty-five percent (25%) (the "Aggregate Earnout Percentage") of the amount, if any, by which the Gross Profit (as defined in Section 1.03(c)) of APP in each such Earnout Year exceeds the Base Profit Amount (as defined in Section 1.03(b)).
Sample 1
The Earnout. The Exchange Consideration shall be adjusted up in the ----------- event the amount of the Earnout is greater than zero. The Earnout shall be calculated for the twelve accounting months period which commences on the first day of the first accounting month following the Closing (the "Earnout Period") with respect to the EBITDA (meaning net income before interest income and expense, taxes, depreciation and amortization; generated by the "MAI Business" (as hereinafter defined) as follows:
Sample 1
The Earnout 
Sample 1

Related to The Earnout

  • Earnout (a) After the Closing, subject to the terms and conditions set forth herein, the Company Equity Securityholders shall have the contingent right to receive additional shares of GigCapital5 Common Stock based on the performance of QTI Holdings if the requirements as set forth in this Section 3.07 are achieved. At the Closing and immediately prior to the Effective Time, GigCapital5 shall deliver to the Exchange Fund the Merger Consideration Earnout Share Pool. The Merger Consideration Earnout Shares shall be allocated among the Company Equity Securityholders in accordance with this Section 3.07. (b) Promptly upon the occurrence of any triggering event described in Section 3.07(c) below, or as soon as practicable after QTI Holdings becomes aware of the occurrence of such triggering event or receives written notice of such triggering event, QTI Holdings shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Exchange Agent (a “Release Notice”), which Release Notice shall set forth in reasonable detail the triggering event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Merger Consideration Earnout Shares to be released from the Exchange Fund and the identity of the person to whom they should be released). The Merger Consideration Earnout Shares that are to be released from the Exchange Fund and distributed to the Company Equity Securityholders shall be distributed to such Company Equity Securityholders in accordance with their respective Pro Rata Shares. For the avoidance of doubt, any Merger Consideration Earnout Shares to be released and distributed pursuant to this Section 3.07 shall be distributed and released as shares of GigCapital5 Common Stock. (c) The Merger Consideration Earnout Shares shall be released and delivered as follows: (i) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2023 (the “2023 Form 10-K”) with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2023 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, on or prior to such filing date, the Company has obtained a formal FDA clearance for breast cancer screening with respect to its breast scanning systems, which remains in full force and effect as of such filing date; provided, that the 2023 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if, in addition, during calendar year 2023, the Company either (A) makes at least eight bona fide placements of its breast scanning systems globally or (B) achieves annual revenue of at least $4,400,000 as set forth in the financial statements included in the 2023 Form 10-K; (ii) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2024 (the “2024 Form 10-K”) with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2024 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, during calendar year 2024, (A) the Company achieves annual revenue of at least $17,100,000 as set forth in the financial statements included in the 2024 Form 10-K, and (B) the Company makes at least four placements of its breast scanning systems in the United States; provided, that the 2024 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved: (x) on or prior to such filing date, the Company has obtained a formal FDA clearance for a new indication for use of its breast scanning systems (other than any indication obtained prior to calendar year 2024), which remains in full force and effect as of such filing date; or (y) the Company achieves clinical-quality patient images with the Company’s open angle scanner during the 2024 calendar year, as reported in the 2024 Form 10 K; (iii) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2025 (the “2025 Form 10-K”), an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2025 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, during calendar year 2025, (A) the Company achieves annual revenue of at least $67,000,000 as set forth in the financial statements included in the 2025 Form 10-K, or (B) the VWAP of shares of GigCapital5 Common Stock equals or exceeds $15 per share for twenty (20) of any thirty (30) consecutive trading days on the Exchanges; provided, that the 2025 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved on or prior to such filing date: (x) the Company has obtained a formal FDA clearance of its open angle scanner, which remains in full force and effect as of such filing date; or (y) the Company receives net positive results in bona fide clinical trials, conducted in accordance with generally accepted industry standards, for its open angle scanner, as reported in the 2025 Form 10-K; and (iv) if the conditions set forth in Section 3.07(c)(i), Section 3.07(c)(ii) or Section 3.07(c)(iii) for any Merger Consideration Earnout Shares to be released from the Exchange Fund and distributed to the Company Equity Securityholders have not been, and become incapable of being, satisfied, then promptly thereafter such Merger Consideration Earnout Shares shall be automatically released to QTI Holdings for cancellation and the Company Equity Securityholders shall not have any right to receive such Merger Consideration Earnout Shares or any benefit therefrom. (d) The GigCapital5 Common Stock price targets set forth in Section 3.07(c) and the number of shares of GigCapital5 Common Stock to be issued and released pursuant to Section 3.07(c) shall be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the GigCapital5 Common Stock after the date of this Agreement. (e) As used in this Section 3.07, the term “Pro Rata Share” means, with respect to each Company Equity Securityholder, a ratio calculated by dividing (i) the sum of, without duplication, (A) the total number of shares of Company Common Stock held by such Company Equity Securityholder as of immediately prior to the Effective Time, plus (B) the total number of In-the-Money Company Warrant Shares subject to In-the-Money Company Warrants held by such Company Equity Securityholder as of immediately prior to the Effective Time (to the extent such In-the-Money Company Warrants are not exercised or deemed exercised as of immediately prior to the Effective Time), by (ii) the sum of, without duplication, (A) the total number of shares of Company Common Stock held by all Company Equity Securityholders as of immediately prior to the Effective Time, plus (B) the total number of In-the-Money Warrant Shares (to the extent the applicable In-the-Money Company Warrants are not exercised or deemed exercised as of immediately prior to the Effective Time).

  • 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.

  • Annual Compensation The Executive's "Annual Compensation" for purposes of this Agreement shall be deemed to mean the highest level of base salary paid to the Executive by the Employers or any subsidiary thereof during any of the three calendar years ending during the calendar year in which the Date of Termination occurs.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Average Annual Compensation The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.

  • Earn-Out 4.1 In addition to the Purchase Price the Seller shall be entitled to an earn-out calculated as 23.2% of the total revenue (including exported and cross border gross revenue) from client engagements that is (a) attributable to work originated by any employee employed by the Company at the Closing Date, including but not limited to the Seller’s Indirect Shareholders and Xxxxxxxx Xxxxxxx and (b) recognized during the Earn-Out Period in accordance with Danish GAAP, less (i) reimbursable expenses (e.g. travel expense) with respect to the engagements comprised by items (a) and (b) above to the extent actually paid by the Buyer, the Company or their Affiliates on behalf of client and (ii) any amount of a receivable included in the Final Working Capital not paid to the Company by a debtor. 4.2 The Buyer shall deliver the Earn-Out Statement to the Seller no later than sixty Business Days after the end of the Earn-Out Period. If the Buyer fails to deliver the Earn-Out Statement to the Seller within such time limit, the Buyer shall, from and including the 11th Business Day after the time limit and until delivery of the Earn-Out Statement, pay to the Seller an interest equal to the Interest accruing on the finally determined Earn-Out Amount. 4.3 The Seller shall within fifteen (15) Business Days from the receipt of the Earn-Out Statement notify the Buyer in writing whether it accepts or object to the Earn-Out Statement. The Seller’s failure to notify the Buyer within the time limit will be regarded as the Seller’s acceptance of the Earn-Out Statement. 4.4 If the Parties are unable to reach an agreement within fifteen (15) Business Days of the Buyer’s receipt of the Seller’s notification pursuant to clause 4.3, either Party may demand that the calculation of the Earn-Out Amount is referred to and determined by the Expert in accordance with Clause 10.5 to 10.7 which shall apply mutatis mutandis. 4.5 The Earn-Out Amount shall be paid by the Buyer to the Seller’s Bank Account within five (5) Business Days from the Buyer’s receipt of the Seller’s accept of the Earn-Out Statement or the Expert’s determination of the Earn-Out Amount. The Earn-Out Amount shall accrue Interest from its due date to the date when it is paid together with any accrued Interest. 4.6 The Buyer is not entitled to terminate the employment of any of Seller’s Indirect Shareholder’s in the Earn-Out Period unless the employee in question is in material breach of his/her contract resulting in a dismissal without notice (in Danish “Bortvisning”) of the employee.

  • Incentive Payment 11.3.1 An employer may offer and an employee may accept an early retirement incentive based on the age at retirement to be paid in the following amounts Age at Retirement % of Annual Salary at Time of Retirement 11.3.2 An employer may opt to pay the early retirement incentive in three equal annual payments over a thirty-six (36) month period. 11.3.3 Eligible bargaining unit members may opt for a partial early retirement with a pro- rated incentive.

  • 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”).

  • Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

  • 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

Most Referenced Clauses

Most Referenced Definitions