Examples of Final Earnout Amount in a sentence
The parties agree that with respect to any Option Holder who exercises Company Options following the date of this Agreement without executing a Joinder Agreement, any amounts due to such Option Holder pursuant to the Articles Amendment shall reduce the Closing Payment Amount, the Additional Payment Amount and the Final Earnout Amount, as applicable, as if such Option Holder was a party to this Agreement and such reduction shall be reflected in the Required Consideration Allocation.
Washington, however, lacks a program, such as Massachusetts’s or Wisconsin’s, to assist private developers with the costs of environmental insurance.
The Borrower agrees to be bound by the terms of the Bank’s Letter of Credit Application and the Bank’s written regulations and customary practices relating to letters of credit, though such interpretation may be different from the Borrower’s own.
By way of further example and for the avoidance of doubt, if Xxxxxxxx during the Earnout Period were equal to 80% of the Earnout Xxxxxxxx Target, the Final Earnout Amount would equal $36 million.
For purposes of the preceding sentence, Fair Market Value will be determined as of the [***] Final Earnout Amount Determination Date.
The Final Earnout Amount shall be calculated on a linear scale based on Xxxxxxxx of between $0 and the Earnout Xxxxxxxx Target (as such term is defined in Annex A attached hereto) during the Earnout Period, with the Final Earnout Amount being equal to zero ($0) if Xxxxxxxx equal $0 and equal to $45 million if Xxxxxxxx equal the Earnout Xxxxxxxx Target.
At Purchaser’s option, up to 50% of each Earnout Amount may be satisfied by the issuance to Sellers of shares of the Purchaser’s Class A common stock, par value $.01 per share (the “Cxxxxxxx Shares”), having an aggregate Fair Market Value as of the applicable Final Earnout Amount Determination Date equal to such portion of such Earnout Amount.
For purposes of the second preceding sentence, except as otherwise set forth on Schedule III, "Fair Market Value" will be determined as of the relevant Final Earnout Amount Determination Date (the "Value Date").
Following the Earnout Determination Date, if less than the full potential earnout will be payable to the Shareholders, the Shareholder Representative shall promptly deliver to the Purchaser an updated Spreadsheet (in form and substance reasonably acceptable to Purchaser) indicating the exact allocation of the Final Earnout Amount among the Shareholders in accordance with the Required Consideration Allocation..
At Purchaser's option, but only to the extent set forth in Annex I, each Earnout Amount may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the Final Earnout Amount Determination Date (the "Value Date"), equal to such portion of such Earnout Amount.