Earnout Years definition
Examples of Earnout Years in a sentence
Any Earnout Payment Amounts shall be made within five (5) Business Days after the final determination of Revenues for the applicable Earnout Year(s) and shall be made in cash by wire transfer by Purchaser of immediately available funds to an account designated by the Selling Stockholder.
In the event that an Earnout Target is not met for any Earnout Year, the Sellers shall not be entitled to receive any Earnout Shares for such Earnout Year; provided, that in the event that the aggregate Purchaser Adjusted Net Income for both Earnout Years combined is at least Four Hundred and Ninety Five Million Renminbi (RMB495,000,000) (the “Aggregate Earnout Target”), the Sellers shall be entitled to receive any Earnout Shares that they otherwise did not receive (the “Alternative Earnout”).
Purchaser agrees to make additional payments (the "Earnout Payments" and each, an "Earnout Payment"), to Seller based on the amount of Gross Profit earned during the Earnout Years.
Notwithstanding any other provision in this Agreement, the maximum aggregate amount of Earnout Payments payable hereunder during the four Earnout Years is $5 million.
If the Seller does not give written notice to Buyer disputing Buyer’s determination within thirty days of the Earnout Adjustment Notice, the determination in the Earnout Adjustment Notice shall be final and the appropriate party, either Buyer or Seller, shall pay the Earnout Adjustment within 120 days following the end of each of the Earnout Years.
Additionally, as soon as reasonably practicable, but in no event later than sixty (60) days after the end of each fiscal quarter during the Earnout Years, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Selling Stockholder, unaudited quarterly financial statements of the Companies (such statements to be in a form reasonably detailed in order for the Selling Stockholder to review and analyze the financial data related to the calculation of Revenues).
During the Earnout Years, Buyer shall not add any retail branches within seventy-five (75) miles of any Division branch existing as of the Closing Date, unless such additional branches are operated within the Division.
Conversely, if an Australian Individual Target Level is exceeded in a particular Earnout Year, the amount of such excess can be carried over to a subsequent Earnout Year (or Earnout Years) to determine the Australian Individual Earnout Amount for such subsequent Earnout Year.
In such event, the provisions of this Section 2.6 shall continue to apply to all applicable Earnout Years as if such Prepayment Notice had never been given by PRE, and, unless otherwise agreed by Seller in writing, PRE may not further elect under Section 2.6(g) to make a Prepayment until such time as PRE is no longer prohibited under the Loan Documents from actually paying such Prepayment.
In the event that an applicable Earnout Milestone is not met during the applicable Earnout Year(s), the Company Shareholders shall not be entitled to receive any of the Earnout Shares for such Earnout Milestone.