2022 Contingent Consideration Clause Samples
2022 Contingent Consideration. (i) For the 2022 Earnout Period, Seller shall be entitled to receive the number of shares of Parent Stock (or, if applicable, a 2022 Contingent Consideration Note, as provided below) (as determined hereby, the “2022 Actual Contingent Consideration”) determined by the quotient of (A) the product of (1) the 2022 Eligible Contingent Consideration Amount times (2) the 2022 Contingent Payout Percentage, divided by (B) the 2022 Share Value (the result being the “2022 Contingent Share Amount”); provided that if the number of shares of Parent Stock that otherwise would be issuable with respect to the 2022 Contingent Share Amount would exceed the Share Maximum, then (x) the
2022 Contingent Consideration. B▇▇▇▇ agrees to pay Seller a contingent consideration payment upon the completion of the 2022 financial year and upon preparation and approval of PCAOB audited financial statements. The contingent consideration payment will be calculated by 2022 Net Revenue multiplied by 2.25, less the Base Price. This payment from Buyer to Seller will be paid no later than July 31, 2023. “Net Revenue” is defined as yacht management services revenue, clearing agent services revenue, maintenance services revenue, yacht sales brokerage commissions, term charter sales commission and other income from any entity not part of the Companies, and will exclude gross term charter revenue from term charters as defined per AC606.