Final Earnout Statement definition

Final Earnout Statement means the Earnout Statement for the final year of the Earnout Period.

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Final Earnout Statement shall have the meaning set forth in Section 2.7(b).

Final Earnout Statement has the meaning given to such term in Section 3.3(a)(v).

Examples of Final Earnout Statement in a sentence

• Failure by Seller to deliver an Earnout Objection within such 30-day period shall be deemed to be Seller’s acceptance of the Earnout Statement as the Final Earnout Statement.

• On or before the fifth Business Day following the determination of each Final Earnout Statement, Buyer shall pay to Seller an amount (the “Annual Earnout Payment”) equal to the Earnout Annual Ratio reflected on such Final Earnout Statement multiplied by the Potential Annual Earnout Payment.

• The Earnout Dispute Notice shall specify in reasonable detail the disputed items on the Final Earnout Statement and describe in reasonable detail the basis for the disputed items and the amount in dispute.

• On or before the fifth Business Day following the determination of the Final Earnout Statement with respect to the third Earnout Year, Buyer shall pay to Seller an amount equal to $1,000,000 if the Earnout Aggregate Ratio reflected on such Final Earnout Statement is not less than 1.25.

• If the Subject Adjustment Amount as derived from the Final Closing Balance Sheet or Final Earnout Statement (as the case may be) is closer in amount to the Subject Adjustment Amount as reflected on the Subject Statement than to the Subject Adjustment Amount as reflected on the Statement Objection, then Seller and Shareholders (jointly and severally) shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.5(c).

• Notwithstanding the foregoing, Buyer shall have no obligation to pay any Annual Earnout Payment if the Earnout Annual Ratio reflected on the applicable Final Earnout Statement is less than 0.65.

• If the Subject Adjustment Amount as derived from the Final Closing Balance Sheet or Final Earnout Statement (as the case may be) is closer in amount to the Subject Adjustment Amount as reflected on the Statement Objection than to the Subject Adjustment Amount as reflected on the Subject Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.5(c).

• Buyer shall pay the Earnout, if any, to Seller by instructing the Escrow Agent, within five business days after the date on which the Earnout Statement which demonstrates Seller’s entitlement to the Earnout becomes the Final Earnout Statement (the “Earnout Payment Date”), to deliver forthwith to Seller the stock certificates comprising the Earnout Stock.

• If an Earnout Dispute Notice is received by Buyer, then the Earnout Statement (as revised in accordance with paragraph (iii) below, if applicable) shall become final and binding on the Parties on, and the Earnout Settlement Date shall be, the earlier of (1) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Earnout Statement and (2) the date upon which the Final Earnout Statement is issued by the Independent Accounting Firm.

• The Average Revenue, Average EBITDA and Earn-Out Payment for each Earn-Out Period, as finally determined pursuant to a Final Earnout Statement in accordance with this Section 2.7, shall be deemed to be the final and binding calculations of the Average Revenue, Average Brand EBITDA and Earn-Out Payment, respectively, for such Earn-Out Period for all purposes of this Agreement.

More Definitions of Final Earnout Statement

Final Earnout Statement means the Preliminary Earnout Statement as finally determined pursuant to Section 2.5(c);

Final Earnout Statement means the Earnout Statement delivered (or deemed delivered) pursuant to Section 3.3(a)(i), as subsequently adjusted, if applicable, pursuant to this Section 3.3(a)(v) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Independent Accounting Firm, any amendments or modifications to the Earnout Statement decided by the Independent Accounting Firm.

Final Earnout Statement means (a) the Initial Earnout Statement, if the US Seller delivers a Notice of Acceptance or fails to deliver a Notice of Disagreement by the Objection Deadline Date, or (b) the Initial Earnout Statement as modified in accordance with Section 2.08(d), if the US Seller timely delivers a Notice of Disagreement.

Final Earnout Statement means: (a) the Preliminary Earnout Statement if Appointed Agent does not provide a Statement Objection to Buyer during the 30-day period specified in Section 2.5(a); (b) the Preliminary Earnout Statement, adjusted in accordance with the Statement Objection, if Buyer does not provide Appointed Agent with a Response Statement within the 30-day period specified in Section 2.5(b); or (c) the Preliminary Earnout Statement, as adjusted by

Final Earnout Statement is defined in Section 2.7.3.

Final Earnout Statement means: (a) the Preliminary Earnout Statement if Appointed Agent does not provide a Statement Objection to Buyer during the 30-day period specified in Section 2.5(a); (b) the Preliminary Earnout Statement, adjusted in accordance with the Statement Objection, if Buyer does not provide Appointed Agent with a Response Statement within the 30-day period specified in Section 2.5(b); or (c) the Preliminary Earnout Statement, as adjusted by (i) the written agreement of Buyer and Appointed Agent or (ii) the CPA Firm in accordance with Section 2.5(c).