2023 Contingent Consideration Clause Samples
2023 Contingent Consideration. B▇▇▇▇ agrees to pay Seller a contingent consideration payment upon the completion of the 2023 financial year and upon preparation and approval of PCAOB audited financial statements. The earnout payment will be calculated by 2023 Net Revenue multiplied by 2.25, less the 2022 Net Revenue multiplied by 2.25. This payment from Buyer to Seller will be paid no later than July 31, 2024.
2023 Contingent Consideration. For the 2023 Earnout Period, Seller shall be entitled to receive the number of shares of Parent Stock (or, as applicable, a 2023 Contingent Consideration Note, as provided below) (as determined hereby, the “2023 Actual Contingent Consideration”) determined by the quotient of (A) the product of (1) the 2023 Eligible Contingent Consideration Amount times (2) the 2023 Contingent Payout Percentage, divided by (B) the 2023 Share Value (the result being the “2023 Contingent Share Amount”); provided, that (i) in no event will the sum of (x) the 2022 Contingent Share Amount or the Revised 2022 Contingent Share Amount, as applicable, plus (y) the 2023 Contingent Share Amount and any 2022 Catchup Consideration Share Amount, plus (z) the 2023 NFT Contingent Share Amount (the sum of clause (y) plus clause (z) being the “2023 Total Share Amount”) exceed the Share Maximum, and (ii) if and to the extent the number of such shares determined under the immediately preceding clause (i) would exceed the Share Maximum, then (A) the 2023 Total Share Amount shall be reduced ratably (in proportion of the relative number of shares included in each of (1) the 2022 Catchup Consideration Share Amount, (2) the 2023 Contingent Share Amount and (3) the 2023 NFT Contingent Share Amount, in each case, included in the 2023 Total Share Amount), but not below zero, to the number of shares (the “Revised 2023 Contingent Share Amount”) equal to (x) the Share Maximum minus (y) the 2022 Contingent Share Amount or the Revised 2022 Contingent Share Amount, as applicable, (it being agreed that if such difference results in a negative number, the Revised 2023 Contingent Share Amount shall be zero) and (B) the resulting difference between the 2023 Total Share Amount before application of clause (ii)(A) and the Revised 2023 Contingent Share Amount (such amount, the “2023 Excess Share Amount”) shall instead be payable in the form of a 2023 Contingent Consideration Note with a principal amount equal to (x) the 2023 Excess Share Amount times (y) the 2023 Share Value.