Annual Earnout Amount definition

Annual Earnout Amount means the sum of $7,600,000.
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Annual Earnout Amount means (A) with respect to the Annual Earnout Periods ending December 31, 2008 and December 31, 2009, an amount equal to the lesser of (i) the amount by which Annual EBITDA for such period exceeds the EBITDA Threshold for such period and (ii) the Annual Cap and (B) with respect to the Annual Earnout Period ending December 31, 2010, an amount equal to the lesser of (i) the amount by which the sum of the Annual EBITDA for such period and the TRICARE Amount exceeds the EBITDA Threshold for such period and (ii) the Annual Cap. For the avoidance of doubt, to the extent that any portion of the CMS Reconciliation Payment Amount is paid to or by the Company, with respect to the 2006 plan year, during the Annual Earnout Periods, any such portion of the CMS Reconciliation Payment Amount or other CMS settlement amounts shall be excluded from the calculation of Annual EBITDA for such Annual Earnout Period.
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Annual Earnout Amount has the meaning set forth in Section 2.5.3a).
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Examples of Annual Earnout Amount in a sentence

  • Such report of the Arbitrator shall be delivered to Parent and the Shareholder Representative as promptly as possible and the final determination of the Arbitrator of such disputed items and amounts (and such Annual Earnout Amount (including the TRICARE Amount, if applicable) derived therefrom) and shall be final, conclusive and binding upon each of the parties to this Agreement and shall not be subject to appeal of any kind.

  • The Arbitrator shall prepare a written report setting forth the resolution of the disputed items and amounts and the final calculation of the disputed Annual Earnout Amount (including the TRICARE Amount, if applicable).

  • If you are married and you and your spouse filed separate 2013 tax returns, you must submit tax return transcripts for both you and your spouse.

  • Subject to and upon the terms and conditions of this Agreement, on each Earnout Payment Date, Parent shall pay to MHRx as additional Merger Consideration the Annual Earnout Amount due with respect to the immediately preceding Annual Earnout Period.

  • Notwithstanding the foregoing, Parent may, in its sole discretion, elect to pay to MHRx an Annual Earnout Amount (or a portion thereof) despite the Annual EBITDA (or, for the Annual Earnout Period ending December 31, 2010, the Annual EBITDA plus the TRICARE Amount) being less than the EBITDA Threshold for such Annual Earnout Period.


More Definitions of Annual Earnout Amount

Annual Earnout Amount. Annual Earnout Amount" shall have the meaning set forth in Section 1.9(b) of the Agreement.
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Annual Earnout Amount has the meaning set forth in Section 2.9(b).
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Annual Earnout Amount has the meaning given in Section 1.3(a);
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Annual Earnout Amount means, for each Earnout Year, an amount equal to thirty percent (30%) of the Pre-Tax Division Earnings for such Earnout Year.
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Annual Earnout Amount has the meaning set forth in Section 6.2.2(a).
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Annual Earnout Amount has the meaning set forth in the Cliffstar Purchase Agreement.
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Annual Earnout Amount means (A) with respect to the Annual Earnout Periods ending December 31, 2008 and December 31, 2009, an amount equal to fifty-five percent (55%) of the lesser of (i) the amount by which Annual EBITDA for such period exceeds the EBITDA Threshold for such period and (ii) the Annual Cap and (B) with respect to the Annual Earnout Period ending December 31, 2010, an amount equal to fifty-five percent (55%) of the lesser of (i) the amount by which the sum of the Annual EBITDA for such period and the TRICARE Amount exceeds the EBITDA Threshold for such period and (ii) the Annual Cap. For the avoidance of doubt, to the extent that any portion of the CMS Reconciliation Payment Amount is paid to or by the Company, with respect to the 2006 plan year, during the Annual Earnout Periods, any such portion of the CMS Reconciliation Payment Amount or other CMS settlement amounts shall be excluded from the calculation of Annual EBITDA for such Annual Earnout Period.”
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