Earnout Payment Amount definition

Earnout Payment Amount has the meaning ascribed thereto in Section 2.01(g)(iv)(B).
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Earnout Payment Amount means an aggregate of sixty million dollars ($60,000,000) divided into two payments of up to thirty million dollars ($30,000,000) each, payable in the amounts and upon timely satisfaction of the Milestones set forth in Exhibit I hereto.
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Earnout Payment Amount means an amount equal to $7,500,000 plus $1.00 for each dollar of Earnout EBITDA in excess of $19,748,132; provided, however, that in no event shall the Earnout Payment Amount exceed $10,000,000.
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Examples of Earnout Payment Amount in a sentence

  • If an Earnout Dispute Notice is not delivered pursuant to Section 2.4(c)(iii) below, then in no event later than 105 days following December 31, 2005, Parent shall pay or cause to be paid the Earnout Payment Amount in accordance with the terms of this Agreement, subject to the right of offset provisions of Sections 2.4(a), (b) and (d).

  • In particular, but without limiting the foregoing, we express no opinion regarding the tax consequences of (i) the creation or use of the Escrow Fund under the Agreement, (ii) any transfers to or from the Escrow Fund by Parent or the shareholders of the Company, or (iii) the Earnout Payment Amount and the right thereto including without limitation their effect on basis.

  • After resolution of the dispute procedure described in Section 2(g)(ii), if the Earnout Payment calculated using the Earnout Performance determined by such dispute resolution process is greater than the Undisputed Earnout Payment, then Buyer shall be obligated to pay such difference to Seller (the "Adjusted Earnout Payment Amount").

  • In particular, but without limiting the foregoing, we express no opinion regarding the tax consequences of (i) the creation or use of the Escrow Fund under the Agreement, (ii) any transfers to or from the Escrow Fund by Parent or the shareholders of the Company, or (iii) the Earnout Payment Amount and the right thereto including without limitation their effect on tax basis.

  • In no event shall the Subject Companies, without the prior written consent of Navistar, amend, amend and restate, terminate or modify the Afghani Contract or waive any right thereunder in any manner which would be reasonably expected to have an adverse impact on the Earnout Payment Amount or the payment thereof hereunder.

  • The Valuation Firm shall make a final determination of the Cash Amount, Indebtedness Amount, Transaction Expenses, Net Working Capital Amount, SmartMed Estimated 2016 Earnout Payment Amount, and the resulting Final Closing Purchase Price calculated with reference to such amounts (solely to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit E.

  • Each Earn-out Payment Amount shall be issued and deposited, within the said 15 days of the Milestone Achievement Date, with the Paying Agent for the benefit of and distribution to the Equityholders pursuant to the updated Payout Spreadsheet, provided, however, that the provisions of Sections 2.7(d) through (i), shall apply with respect to the payment and distribution of each Earn-out Payment Amount.

  • No right or interest in any Earnout Payment Amount, Escrow Amount, Holdback Share Consideration, a Working Capital Excess or similar payments due following Closing (each a “Post-Closing Payment” and, collectively, the “Post-Closing Payments”) or proceeds therefrom, may be assigned or otherwise transferred by any Company Equityholder, other than by the laws of descent and distribution or succession, without the prior written consent of Parent and Buyer.

  • Such Earnout Notice shall specify the method in which Parent has elected to pay the Per Share Earnout Payment Amount pursuant to Section 2.8(g).

  • Navistar acknowledges and agrees that the Earnout Payment Amount is speculative and is subject to numerous factors outside the control of the Company and that there is no assurance that it will receive any Earnout Payment Amount and none of the Company, the Investor nor any of their Affiliates or their respective directors, officers, managers, employees or equityholders has promised nor projected any Earnout Payment Amount.


More Definitions of Earnout Payment Amount

Earnout Payment Amount means, with respect to a particular Reference Year, the Reference Year Commission with respect to such Reference Year times the product of (X) the Gross Sales Delta Target with respect to such Reference Year and (Y) the Actual Versus Target Gross Sales and Gross Margin Average.
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Earnout Payment Amount means, as of the end of any Period, seventy nine percent (79%) of the aggregate Afghani Contract Net Proceeds received by the Subject Companies as of the end of such Period, if any; provided, that, the Earnout Payment Amount shall exclude (1) the first $3,000,000 that would otherwise constitute an Earnout Payment Amount under the Afghani Contract aggregated across all Periods and (2) any Earnout Payment Amounts previously paid to Navistar. By way of illustration, but not limitation, if prior to taking into account clauses (1) and (2) of the foregoing proviso, there would be an Earnout Payment Amount of $2,900,000 as of the end of the first fiscal year after the Closing, an Earnout Payment Amount of $3,400,000 as of the end of the second fiscal year, and an Earnout Payment Amount of $3,700,000 as of the end of the third fiscal year, then for the purposes of Section 2.5, there shall not be deemed to be an Earnout Payment Amount with respect to the first fiscal year, there shall be deemed to be an Earnout Payment Amount of $400,000 with respect to the second fiscal year and there shall be deemed to be an Earnout Payment Amount equal to $300,000 with respect to the third fiscal year. In the event cash received by the Subject Companies is deposited into the Earnout Account, the Earnout Payment Amount shall be increased by the interest accruing on such funds (net of any taxes or tax distributions to be paid with respect to such interest).
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Earnout Payment Amount has the meaning set forth in Section 8.5(a).
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Earnout Payment Amount means, (i) zero, if the Year-End Plan Enrollment is less than 19,000 enrollees, or (ii) $6,600,000, if and only if, the Year-End Plan Enrollment is greater than
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Earnout Payment Amount means the product obtained by multiplying (a) the applicable Earnout Notional Payment Amount by (b) a fraction, the numerator of which is the Fully-Diluted Earnout Share Number and the denominator of which is the Fully-Diluted Share Number.
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Earnout Payment Amount has the meaning set forth in ‎Section 1.8(b) of this Agreement.
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Related to Earnout Payment Amount

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Payment Amount as defined in Section 3.5.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Settlement Amount means, with respect to a party and any Early Termination Date, the sum of: --

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Cash Flow Distribution Amount As to any calendar month, the aggregate amount of principal distributable in respect of the Mortgage Securities in such calendar month.

  • Monthly Payment Amount means, with respect to each Payment Date, a payment equal to the amount of interest which has accrued during the related Interest Accrual Period, computed at the Interest Rate.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).