Earnout Term definition
Examples of Earnout Term in a sentence
If the Earnout Term shall expire on December 31, 2009, then within 30 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of December 31, 2009; by (y) the aggregate number of Earnout Units then outstanding.
If the Earnout Term shall expire on account of a Property Sale or an Interest Sale, then within 5 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of the date of such Property Sale or Interest Sale; by (y) the aggregate number of Earnout Units then outstanding.
The Total Earnout depends on the Revenue and EBITDA achieved during the respective Earnout Term.
For example, if the transaction closes on April 17, Earnout Term 1 would start on May 1.
If the applicable Seller Accountant’s Report, Timber Accountant’s Report or Neutral Accountant’s Report shows an underpayment of Milestone Payments of five percent (5%) or more with respect to the applicable Product for a calendar year during the applicable Earn-out Term, Timber shall reimburse the Seller for all reasonable cost and expense that the Seller incurred with respect to the applicable Seller Accountant’s Report, Timber Accountant’s Report or Neutral Accountant’s Report (as the case may be).