Third Earnout Payment Sample Clauses
Third Earnout Payment. (A) If the 2023 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 2023 Earnout Payment Date, no later than thirty (30) days following the applicable Determination Date (the “2023 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 2023 WTI Price.
(B) If the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Price equals or exceeds any of the ▇▇▇▇▇ 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 2023 Earnout Payment Date, on or before the 2023 Earnout Payment Date the amount set forth in Schedule 3.1(b) under the column titled “▇▇▇▇▇ Hub Annual Earnout Amount” for the highest ▇▇▇▇▇ Hub Threshold satisfied by the 2023 ▇▇▇▇▇ Hub Price.
(C) Any amounts described in Section 3.1(b)(iii)(A) and Section 3.1(b)(iii)(B) shall be collectively referred to as the “Third Earnout Payment”.
Third Earnout Payment. A. Subject to Sections 12.2(e) and 2.5(a)(iii)(B), if the payment of First Earnout Amount is made pursuant to Section 2.5(a)(i) above and if the Third Earnout Net Revenue exceeds $11,750,000 during the Third Earnout Period (such date of achievement, the “Third Earnout Date”), which shall occur no later than the fifth (5th) anniversary of the Closing Date, Acquiror shall pay the members of the Management Pool the Third Earnout Amount pursuant to the terms and conditions set forth on Annex B hereto.
B. Subject to Sections 12.2(e), if the payment of First Earnout Amount is made pursuant to Section 2.5(a)(i) above and if the cumulative Net Revenue of the Earnout Period exceeds $20,590,000, within ninety (90) days following the Third Earnout Date, Acquiror shall pay the members of the Management Pool the Adjusted Third Earnout Amount pursuant to the terms and conditions set forth on Annex B hereto. For the avoidance of doubt, unless Section 2.5(a)(iv) applies, the aggregate Earnout Consideration paid by Acquiror over the Earnout Period shall not exceed $9,000,000.
Third Earnout Payment. In the event during the third fiscal quarter ended following the Closing Date (the “Third 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 Third Earnout Payment within 30 days following the completion of the Third Earnout Period. The “Third Earnout Payment” shall be equal to 100,000 shares of the Earnout Shares.
Third Earnout Payment. (i) As promptly as practical following the end of Parent’s fiscal year ending June 30, 2023 (but in no event later than 60 days thereafter), Parent shall deliver to the Stockholders’ Representative a statement (the “Third Earnout Statement”) showing the Revenue with respect to such fiscal year (the “Third Earnout Period”), calculated in a manner consistent with the definition thereof. If the Stockholders’ Representative does not provide an Earnout Statement Dispute Notice within 45 calendar days of receiving the Third Earnout Statement, then the Parties hereby agree that the Third 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 Third 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 Third Earnout Statement”.
(iii) If the Revenue set forth on the Final Third Earnout Statement is equal to or greater than $140,000,000, but less than $150,000,000, 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 $5,000,000. If the Revenue set forth on the Final Third Earnout Statement is equal to or greater than $150,000,000, but less than $160,000,000, 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 $10,000,000. If the Revenue set forth on the Final Third Earnout Statement is equal to or greater than $160,000,000, 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. Any amounts payable pursuant to this Section 1.5(e)(iii) (the “Third Earnout Payment”) shall be made within ten Business Days following the date on which the Third Earnout Statement becomes the Final Third Earnout Statement. For the avoidance of doubt, if the Revenue set forth on the Final Third Earnout Statement is less than $140,000,000,...