Final Earnout Statement definition

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

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 has the meaning set forth in Section 2.05(d).

Examples of Final Earnout Statement in a sentence

• 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.

• 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).

• 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.

• 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).

• 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 the Trust (for the benefit and account of Sellers) an amount equal to the Earnout Potential Payment multiplied by the Earnout Payment Ratio reflected on such Final Earnout Statement (the “Annual Earnout Payment”).

• For the avoidance of doubt, if the Earnout Payment Ratio reflected on such Final Earnout Statement is zero, then Buyer shall have no obligations under this Section 2.4(b) with respect to the applicable Earnout Year.

• Notwithstanding anything in this Agreement to the contrary, if an Objection Notice has been delivered pursuant to Section 1(d) with respect to the Final Earnout Statement, the portion of the Earnout Amount (if any) that is not in dispute shall be paid within five Business Days after the date that the Objection Notice is delivered.

• When the Final Earnout Statement becomes final and binding in accordance with Section 1(d), Buyer shall pay to Seller a dollar amount (the “Earnout Amount”) equal to the amount (if any) by which [**REDACTED**]; provided that the maximum Earnout Amount payable by Buyer to Seller shall be $50,000,000.

More Definitions of Final Earnout Statement

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 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).