Earn-Out Payment. (a) Seller shall be entitled to receive a payment (the “Earn-Out Payment”), payable in cash following the Earn-Out End Date, to be determined and paid in accordance with this Section 1.9 and the principles and requirements of Section 1.9 (a) of the Seller Disclosure Schedule. The Earn-Out Payment shall be $650,000, in the event the organic CAGR in Adjusted Gross Profit from the twelve (12) month period ended on December 31, 2019 through the Earn-Out Date (the “Earn-Out Period”) attributed to the Acquired Business and any Additional Assets is at least ten percent (10%)(the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. The Earn-Out Payment shall increase in accordance with Section 1.9(a) of the Seller Disclosure Schedule, to the extent the organic CAGR in Adjusted Gross Profit attributed to the Acquired Business and any Additional Assets exceeds the Earn-Out Threshold but is fifteen percent (15%) or less, and shall subsequently increase thereafter in accordance with Section 1.9(a) of the Seller Disclosure Schedule, to the extent the organic CAGR in Adjusted Gross Profit attributed to the Acquired Business and any Additional Assets exceeds fifteen percent (15%) but is twenty percent (20%) or less; provided, that the Earn-Out Payment shall in no event exceed $2,250,000 (the “Maximum Earnout”); and provided, further that the Shareholder remains employed by the Buyer through the Earn-Out End Date pursuant to the terms of the Employment Agreement (the “Employment Condition”). Notwithstanding anything set forth herein to the contrary, if the Shareholder is terminated by Buyer upon Disability, Death or Without Cause or if Shareholder terminates his employment for Good Reason (each as defined in the Employment Agreement) during the Initial Term (as defined in the Employment Agreement), then the Employment Condition shall be disregarded and Shareholder shall be entitled to receive a pro-rated Earn-Out Payment, if any, earned in accordance with the provisions of this Section 1.9; it being understood that any Earn-Out Payment shall be determined based on unaudited numbers to the extent any year-end audit is not complete at the time of calculation. The Buyer and Parent shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and Seller. In the event of the occurrence of a change in the ownership or control of the Business following the Closing Date but prior to the Earn-...
Earn-Out Payment. If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows:
Earn-Out Payment. (i) If Earn-Out Net Sales during the Earn-Out Period are less than $319,700,000 (the “Earn-Out Threshold”), then the Earn-Out Payment shall be zero dollars ($0);
Earn-Out Payment. As additional consideration for the Company Shares, at such times as provided in this Section 3(b) if the Calculation Period EBITDA is $5,000,000 AUD or more, Buyer shall pay to Seller an amount, if any (the “Earn-out Payment”), equal to (i)(A) the Calculation Period EBITDA; multiplied by (B) the Earn-out Multiple; minus (ii) the total of $6,500,000 AUD plus the Top Up EBITDA. In the event that the number produced by the formula above is negative, no payment shall be made. In no event shall Buyer be obligated to pay Seller more than Three Million Five Hundred Thousand Dollars ($3,500,000 AUD) in the aggregate for Earn-out Payment. The parties agree to release the Earn-out Payment from the Escrow Account and pay this amount to Seller pursuant to the terms and conditions of this Agreement and the Escrow Agreement.
Earn-Out Payment. The Earn-out Payment payable by Buyer Parent to the Sellers in respect of each Earn-out Period shall be an amount equal to 50% of all Total Lenalidomide Net Sales during such Earn-out Period. For the purposes of this Section 2.7, the following definitions shall apply:
Earn-Out Payment. (a) For purposes of this Section 2.5:
Earn-Out Payment. (a) As promptly as practicable but in any event within fifteen (15) Business Days following the date that is the twenty-four (24) month anniversary of the Closing Date (the “Measurement Date”), the Buyer will prepare and deliver to the Seller Representative a statement (the “Preliminary Earn-Out Statement”) setting forth in reasonable detail the Buyer’s good faith calculation of the Monthly Recurring Revenue of the Business. The Preliminary Earn-Out Statement will be prepared in good faith by the Buyer based on the books and records of the Business.
Earn-Out Payment. Subject to the terms and conditions hereof, if Adjusted EBITDA equals or exceeds the Adjusted EBITDA Target for the Earn Out Period, then the Sellers shall be entitled to an additional payment from Buyer for the Earn Out Period in an amount equal to the Maximum Earn Out Payment; provided, however, that for each dollar ($1.00) that Adjusted EBITDA for the Earn Out Period is less than the Adjusted EBITDA Target, the Maximum Earn Out Payment will be reduced by seven dollars and fifty cents ($7.50). The final amount, if any, of any additional payment owed by the Buyer to the Sellers under this Section 1.4 shall hereinafter be referred to as the “Earn Out Payment.”
Earn-Out Payment. (a) During ****, up to an additional **** will be payable by INTERSHOP to the Selling Stockholder (the "Earn-Out Payment"), contingent upon the Gross Revenues and Net Income/Loss of the Intershop Professional Services U.S. (East) (that professional services entity located in Melville, New York) recognized in fiscal year 1999 and calculated in accordance with the following procedures:
Earn-Out Payment. As additional consideration for the Acquired Assets, Buyer will pay Amedica an earn-out of up to One Million Five Hundred Thousand and No/100 USD ($1,500,000.00) (the “Maximum Amount”) if Net Sales Revenue (as defined below) for the Spinal Products listed on Exhibit B for the relevant one-year measurement period exceeds the Net Sales Revenue threshold for such one-year measurement period, as described more particularly below:
