Liquidated Earnout Amount definition

Liquidated Earnout Amount means, as of the closing date of any Sale of the Georgia Business or Purchaser Acquisition or Special Acquisition, as the case may be, an amount equal to the excess (if any) of (i) the Maximum Earnout Amount over (ii) the aggregate Earnout Amount(s) (if any) previously paid to the Seller (or previously offset against any payment obligations of Seller pursuant to, and subject to the terms and conditions of, Section 9.4(d) of the Share Purchase Agreement) prior to such date.
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Liquidated Earnout Amount means an amount in cash equal to: (A) in respect of the Earnout A Milestone, if the Earnout A Amount has not been paid, $25,000,000 in cash, net of any amount previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (without duplication)); plus (B) in respect of the Earnout B Milestone, if the applicable Accelerating Event occurs on or prior to the Earnout B End Date and neither the Earnout B Amount nor the Prorated Earnout B Amount has been paid, $25,000,000 in cash, net of any amounts previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (without duplication)); plus (C) in respect of the Earnout B Milestone, if the applicable Accelerating Event occurs after the Earnout B End Date and neither the Earnout B Amount nor the Prorated Earnout B Amount has been paid, (1) and it has been finally determined in accordance with Section 2.3 that neither the Earnout B Milestone nor the Prorated Earnout B Milestone has been achieved, then zero ($0) or (2) and it has not been finally determined in accordance with Section 2.3 that the Earnout B Milestone or the Prorated Earnout B Milestone has not been achieved, then any amounts (if any) payable to the Seller in respect of the Earnout B Milestone or the Prorated Earnout B Milestone pursuant to Sections 2.1(b) or 2.1(c), as applicable, in either case, upon final determination in accordance with Section 2.3, net of any amounts previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (without duplication)); provided that, for avoidance of doubt, in no event shall the sum of the Liquidated Earnout Amount and the aggregate Earnout Amounts (if any) previously paid (or previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement) exceed $50,000,000 (valuing any Purchaser Shares issued in connection with the satisfaction of the Earnout B Milestone at $1,750,000 and any Purchaser Shares issued in connection with the satisfaction of the Prorated Earnout B Milestone at an amount equal to the product of $1,750,000 and the Adjustment Factor).
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Liquidated Earnout Amount means an amount equal to the amount derived by applying Schedule 1.9 assuming, (a) for an Acceleration Event occurring in 2007, that (i) the 2007 Earnout EBITDA equals the product of (x) the 2007 Maximum Target and (y) the Earnout Liquidation Factor and (ii) the 2008 Earnout EBITDA equals the product of (x) the 2008 Maximum Target and (y) the Earnout Liquidation Factor and (b) for an Acceleration Event occurring in 2008, that (i) the 2008 Earnout EBITDA equals the product of (x) the total budgeted EBITDA for 2008 as agreed upon in good faith by the Buyer and the Securityholder’s Representative and (y) the Earnout Liquidation Factor. “EBITDA” as used in this definition shall be determined in a manner consistent with the calculation of “Earnout EBITDA” in Schedule 1.9.
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Examples of Liquidated Earnout Amount in a sentence

  • If, during the Earnout Period, there is (a) a Sale of the Georgia Business, (b) a Purchaser Acquisition or (c) a Special Acquisition, then, not later than the closing date of such transaction, the Purchaser shall pay the Liquidated Earnout Amount in cash by wire transfer of immediately available funds to one or more bank accounts designated by the Seller Representative, whereupon this Agreement (and all rights and obligations of the parties hereto) shall terminate.

  • Notwithstanding the foregoing, at any time prior to the expiration of the Earnout Period, Purchaser may elect to terminate all of its obligations hereunder by paying the Seller Representative the Liquidated Earnout Amount.

  • Notwithstanding the foregoing, upon an Acceleration Event (and, in the event of an Acceleration Event described in clause (i) of the definition of “Acceleration Event,” prior to such Acceleration Event), Parent shall pay the Participating Holders the Liquidated Earnout Amount.


More Definitions of Liquidated Earnout Amount

Liquidated Earnout Amount means (A) for an Acceleration Event resulting from a Surviving Company Change in Control occurring in 2010, an amount equal to $125,000,000; (B) for an Acceleration Event resulting from a Parent Change in Control occurring on or prior to the date of final determination of the 2010 Earnout Amount pursuant to this Section 2.2, an amount equal to $125,000,000; (C) for an Acceleration Event resulting from a Surviving Company Change in Control occurring in 2011, an amount equal to $85,000,000; and (D) for an Acceleration Event resulting from a Parent Change in Control occurring on or prior to the date of final determination of the 2011 Earnout Amount pursuant to this Section 2.2, an amount equal to $85,000,000.
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Related to Liquidated Earnout Amount

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Net Amount means the Distribution Amount less the sum of all quarterly payments received by the COP Swap Counterparties under the COP Swap Collateral Agreement in respect of amounts owed under the COP Swap Agreements since January 1, 2014.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Cash Flow Distribution Amount As to any calendar month, the aggregate amount of principal distributable in respect of the Mortgage Securities in such calendar month.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Annualized Interest Expense means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share of interest expense, with other adjustments as are necessary to exclude the effect of items classified as extraordinary items, in accordance with generally accepted accounting principles, reduced by amortization of debt issuance costs and adjusted to reflect the assumption that (i) any interest expense related to indebtedness incurred since the first day of such four-quarter period is computed as if such indebtedness had been incurred as of the beginning of such period, and (ii) any interest expense related to indebtedness that was repaid or retired since the first day of such four-quarter period is computed as if such indebtedness had been repaid or retired as of the beginning of such period (except that, in making such computation, the amount of interest expense related to indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such indebtedness during such four-quarter period).