Earnout Cash definition
Examples of Earnout Cash in a sentence
The number of shares of BRPA Common Stock to be retained by the Company shall be the number that would be forfeited as a result of the reduction pursuant to the Option Post-Earnout Adjustment if any of the Earnout Shares Milestone or the Earnout Cash Milestone that had not been achieved as of the date of such option exercise was not achieved by December 31, 2022 (the “Retained Shares”).
BRPA will deliver, or cause to be delivered, to the Exchange Agent the Earnout Shares and/or Earnout Cash, as applicable, in each case, in accordance with Section 1.8. Promptly after the Exchange Agent’s receipt of the Earnout Shares and/or Earnout Cash from BRPA, the Exchange Agent shall deliver the Earnout Shares and/or Earnout Cash to the Company Stockholders entitled to receive the Earnout Shares and/or Earnout Cash pursuant to and in accordance with Section 1.8.
Notwithstanding the immediately preceding sentence, in the event that neither the Earnout Shares Milestone nor the Earnout Cash Milestone occur, the Option Post-Earnout Adjustment shall be based on the Exchange Ratio instead of the Option Exchange Ratio (and shall take into account any intervening exercises of the Substitute Option and the provisions of Section 1.3(c)(iii) below).
The Earn-out Cash Consideration and the Earn-out Common Unit Consideration, if earned, shall be satisfied in the same relative proportions as the Initial Cash Consideration and Common Unit Consideration (inclusive of the Common Units issued to EFS Holdings at the Closing), provided, however, that either ▇▇.
For the avoidance of doubt, (x) in the event that Pro Forma Adjusted EBITDA of the Company does not exceed $3,869,000, the US Seller shall not be entitled to any additional consideration pursuant to this Section 1.4, and (y) in no event shall either (1) the amount of the Earnout Cash or (2) the aggregate principal amount of the Seller Note exceed $1,750,000, respectively.
If the Second Earnout Cash Advance exceeds the amount of the cash portion of the Second Earnout, the amount of such excess shall be repaid by the Shareholders to Parent within five (5) business days after the Second Earnout has been determined in accordance with Sections 2.1 and 2.
This Second Earnout Cash Advance shall be deducted from the total cash portion of the Second Earnout payable after completion of FY2001.
The Company hereby agrees to pay or deliver to the Queens the following: (i) on January 11, 2000, or, if later, two business days following the execution of this Agreement, 1,227,969 shares of Common Stock of the Company, which number of shares is equal to approximately 19.9% of the currently outstanding shares of Common Stock of the Company (the "Earn-out Stock") and (ii) on January 12, 2000 $2,522,031 (the "Earn-out Cash").
Interliant, on behalf of Interliant Texas, agrees to pay each Shareholder the amount set forth next to each Shareholders' name on Exhibit B hereto and identified thereon as --------- "Cash Portion Settlement Amount", in full settlement of all obligations for the Earnout Cash Portion.
The contingent right to receive Earnout Cash pursuant to this Section 1.8 (an "EARNOUT RIGHT") shall be nontransferable.