First Earnout Amount definition

First Earnout Amount means an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator of which is the New Enrollments during the First Earnout Period, and (y) the denominator of which is the First Earnout Target; and (3) if New Enrollments during the First Earnout Period are equal to or greater than the First Earnout Target, or if an Earnout Default Event is finally determined pursuant to Section 1.2 to have occurred during the First Earnout Period, then the “First Earnout Amount” shall mean an amount equal to $15,000,000; provided, however, notwithstanding anything else set forth herein, that the First Earnout Amount shall under no circumstances exceed $15,000,000. (xi) “First Earnout Cash Consideration” shall mean an amount of cash equal to (1) the First Earnout Amount multiplied by 66.67% minus (2) the Change in Control Payments payable in connection with the payment of the First Earnout Amount. (xii) “First Earnout Stock Consideration” shall mean a number of shares of Parent Common Stock equal to the quotient of (A) an amount equal to the First Earnout Amount multiplied by 33.33%, divided by (B) the Parent Trading Price. (xiii) “First Earnout Period” shall mean a period of time that commences at 12:01 AM Pacific Time on January 1, 2018 (regardless of whether the Closing should occur prior to or after January 1, 2018) and ends at 11:59 PM Pacific Time on December 31, 2018. (xiv) “First Earnout Target” shall have the meaning set forth in Schedule 1.2(a)(xiv). (xv) “First Earnout Threshold” shall have the meaning set forth in Schedule 1.2(a)(xv). (xvi) “New Enrollments” shall have the meaning set forth in Schedule 1.2(a)(xvi). (xvii) “Second Earnout Amount” shall have the following meaning: (1) if New Enrollments during the Second Earnout Period are less than or equal to the Second Earnout Threshold, then the “Second Earnout Amount” shall mean an amount equal to zero; (2) if New Enrollments during the Second Earnout Period are greater than the Second Earnout Threshold but less than the Second Earnout Target, then the “Second Earnout Amount” shall mean an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator

First Earnout Amount means an amount of cash (and/or the Earnout Shares in the event that Capricorn Sub or any successor entity makes the Share Issuance Election): (A) in the event Capricorn Sub and its Affiliates (and any successor entity in respect of the Transferred Business) receives bona fide, irrevocable, binding purchase orders to purchase the FISH Products (“FISH Purchase Orders”) during the Earnout Period in an aggregate amount equal to or in excess of RMB155,470,000 (“First Earnout Target”), US$20,000,000; and (B) in the event Capricorn and its Affiliates (and any successor entity in respect of the Transferred Business) receive FISH Purchase Orders during the Earnout Period in an aggregate amount less than the First Earnout Target, US$0. For the purpose of this Agreement, “FISH Products” means probes and image analysis systems (comprising of hardware, software, microscopes and cameras) based on Fluorescent In Situ Hybridization and other molecular cytogenetic platforms.

First Earnout Amount has the meaning given in the Original Sale Agreement;

Examples of First Earnout Amount in a sentence

• The amounts recognized in OCI are shown in the table below and the reclassifications to profit or loss during the year are as shown in the consolidated statement of income.

• The date upon which the First Earnout Payment is required to be delivered by ADS to the Stockholders shall be referred to herein as the "First Earnout Date." The First Earnout Payment shall be in the form of cash and/or ADS Stock, the proportional amount of each to be determined by ADS, having a value of 4.0 times the EBITDA for the First Earnout Period, minus $450,000 (the "First Earnout Amount").

• An illustrative example of the calculation of the First Earnout Amount is attached hereto as Exhibit E.

• The First Earnout Payment shall be in the form of cash and/or ADS Stock, the proportional amount of each to be determined by ADS, having a value of $9,662,947 plus an amount equal to 4.0 times the EBITDA in excess of $3,675,880 (the "Projected EBITDA Amount") for the First Earnout Period (the "First Earnout Amount").

• As promptly as practicable but not later than the First Computation Delivery Due Date, iTurf shall deliver to the Sellers' Agents a proposed computation of the First Earnout Amount (the "FIRST EARNOUT COMPUTATION") or a written statement that it is not able to provide such calculation.

More Definitions of First Earnout Amount

First Earnout Amount has the meaning set forth in Section 2.12(b).

First Earnout Amount shall have the meaning set forth in the Merger Agreement.

First Earnout Amount means $2.5 million, less any amounts set off against such amount pursuant to Section 11.7 hereof.

First Earnout Amount means $6,500,000.

First Earnout Amount and “Second Earnout Amount” (each an “Earnout Amount”) shall be equal to $0, subject to increase in accordance with this Section 1.6, and subject to acceleration in accordance with Section 1.4(d). If, at the time an Earnout Amount is to be paid, the Xxxxxx Xxxxxx Employment Agreement has not been terminated by the Company “For Cause” (as that term is defined in the Xxxxxx Xxxxxx Employment Agreement), then the applicable Earnout Amount shall be calculated as follows:

First Earnout Amount has the meaning set forth in Section 1.6 above.

First Earnout Amount means [*].