Third Anniversary Payment Clause Samples

Third Anniversary Payment. Provided the Company Revenue is achieved during the Third Earn Out Period, KIT shall cause to be issued and delivered promptly to the Company (or its designated successor), or as directed in writing by the Company (or its designated successor), in accordance with Section 2.11, subject to clauses (d) through (f) of this Section 2.6, a dollar value (payable in KIT Common Shares) equivalent to (X) 0.1 (the “Third Period Multiplier”) multiplied by (Y) the Company Revenue, which dollar value for the Third Earn Out Period will not exceed US$10,000,000 (the “Third Anniversary Earn Out” and, together with the First Anniversary Earn Out and Second Anniversary Earn Out, the “Earn Outs”). The number of KIT Common Shares payable in respect of the Third Anniversary Earn Out shall be determined by dividing (x) the Third Anniversary Earn Out by (y) the Weighted Average Price for the 20 trading days immediately preceding the Third Anniversary Date. If the Company Revenue is not achieved during the Third Earn Out Period, the Third Period Multiplier shall be reduced to 0.05 and references to the “Company Revenue” in this clause (b)(iii) shall instead be deemed to be references to “Earn Out Revenue.” Each of the Earn Outs will be calculated in accordance with Section 2.11, and paid after six (6) months of revenue performance. Although KIT reserves the right, at its sole discretion, to discontinue the use or development of Sezmi Technology at any time, for so long as KIT determines to continue to use or develop the Sezmi Technology, KIT agrees to use its reasonable best efforts to fund and otherwise develop the Sezmi Technology, including sales efforts in connection therewith, with the goal of facilitating the achievement of the Earn Outs.

Third Anniversary Payment. On the first business day after the third anniversary of the Closing Date, PNA shall pay or cause to be paid to Sellers an aggregate amount equal to Two Million Three Hundred Thousand Dollars ($2,300,000), such aggregate amount to be paid at the direction of Diamond by wire transfer of immediately available funds to the account set forth on Schedule 2.2 attached hereto (subject to Diamond’s right to designate one or more different accounts by written notice to PNA prior to the third anniversary of the Closing Date); provided, however, that no such payment shall be made if a Disqualifying Event has occurred on or prior to the third anniversary of the Closing Date.

Third Anniversary Payment. If [**] is greater than [**], then the “Third Anniversary Payment” shall be an amount equal to (i) the lesser of (A) $45,300,000 or (B) $45,300,000 multiplied by [**] less (ii) an amount equal to the sum of (A) the First Anniversary Payment and (B) the Second Anniversary Payment, of which amount (I) ten percent (10%) in shares of CBIZ Stock valued at a price per share equal to the CBIZ Stock Price shall be issued to Sellers (the “TAP Stock Portion”), and (y) the remaining amount less (I) the amount of the MHM Third Anniversary Payment (as defined in the MHM Purchase Agreement) and (II) the amount of the Third Year Stay Bonus Pool (as defined in Section 5.3(f) hereof), shall be paid to the Sellers in cash (the “TAP Cash Portion”). If [**] is equal to or less than [**] then no Third Anniversary Payment shall be owed to the Sellers. The Third Anniversary Payment shall be paid as follows: (x) an amount equal to fifty percent (50%) of Buyer’s good faith estimate of the TAP Cash Portion shall be paid in cash via wire transfer of immediately available funds within thirty (30) days after the third anniversary of the Earnout Commencement Date to the Designated Seller Account; (y) an amount equal to the TAP Cash Portion less the amount paid to Sellers pursuant to clause (x) above shall be paid in cash via wire transfer of immediately available funds within ninety (90) days after the third anniversary of the Earnout Commencement Date to the Designated Seller Account; and (z) the TAP Stock Portion shall be issued to Sellers within ninety (90) days after the third anniversary of the Earnout Commencement Date.