Earnout Year definition
Examples of Earnout Year in a sentence
If the Sellers disagree with Purchaser’s calculation of Cobalt Revenue for such Earn-out Year, the Sellers may, within 30 days after delivery of the Earn-out Certificate, deliver a notice to Purchaser disagreeing with such calculation.
Each Earn-out Payment shall be paid by or on behalf of Purchaser in immediately available funds by wire transfer to an account of the Sellers with a bank designated by the Sellers, by notice to Purchaser, which notice shall be delivered not later than two Business Days following the determination of Final Cobalt Revenue for a given Earn-out Year (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount).
On or before April 15th of the calendar year following the applicable Earnout Year, Buyer shall provide Appointed Agent with an unaudited income statement of Buyer with respect to such applicable Earnout Year, together with a calculation of the Earnout Actual Net Sales, Earnout Actual Gross Profit, Earnout Actual Factor, Earnout Annual Ratio for such applicable Earnout Year and, in the case of the third Earnout Year, the Earnout Aggregate Ratio (the “Preliminary Earnout Statement”).
Holdco acknowledges that receipt of the applicable Adjusted PBT for any Earnout Year, to the extent not already disclosed to the public, may constitute receipt of material, non-public information concerning the Purchaser or its Affiliates.
Following the Closing, each Company Holder shall notify the Stockholder Representative in writing of any change to such Company Holder’s address, telephone number or facsimile number and the Stockholder Representative shall inform Buyer in writing of any such change not less than 20 calendar days prior to the end of any Earnout Year.