Calculation of Earnout Sample Clauses

Calculation of Earnout. For the purpose hereof, it is expressly agreed between the Parties that the Earnout will be calculated on the basis of the following:
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Calculation of Earnout. The Earnout Shares and the Earnout Funds shall be calculated as follows:
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Calculation of Earnout. Upon the determination of the final EBITDA Schedule for each year ended December 2005, 2006, and 2007 (in accordance with the procedures set forth above), the Buyer shall pay or cause to be paid to the Shareholder fifty percent (50%) of the amount by which the EBITDA of the Company for such year, as reflected upon the final EBITDA Schedule for such year, exceeds Four Million Seven Hundred Thousand Dollars ($4,700,000). If the EBITDA of the Company for any such year does not exceed Four Million Seven Hundred Thousand Dollars ($4,700,000), no payment to the Shareholder will be due hereunder on account of such year. Any payment made to the Shareholder pursuant to this Section 2.2(c) shall be made within five (5) business days after determination of the final EBITDA Schedule.
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Calculation of Earnout. (i) As promptly as practicable, but ---------------------- no later than 45 days after the last day of each Earnout Year in the Earnout Period, FFG will cause to be prepared and delivered to NatWest Plc a calculation of Adjusted Net Income for such Earnout Year. No later than 10 days after the delivery of such calculation of Adjusted Net Income, NatWest Plc may, with written notice to FFG, make a written request to KPMG Peat Marwick or other independent accountants of nationally recognized standing reasonably satisfactory to NatWest Plc and FFG (who shall not have any material relationship with NatWest Plc or FFG) to prepare and deliver a report verifying such calculation, using procedures agreed upon by NatWest Plc and such independent accountants with FFG's consent (which shall not be unreasonably withheld or delayed). The cost of such report shall be borne equally by NatWest Plc and FFG. The calculation of Adjusted Net Income resulting from such report (or the calculation of Adjusted Net Income delivered by FFG, if no report is requested with written notice to FFG within 10 days after the delivery of such calculation) shall be final and binding upon NatWest Plc and FFG.
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Calculation of Earnout. The determination of the additional consideration, if any, to be paid pursuant to Section 3.4 shall be made pursuant to the terms and conditions set forth on Exhibit 3.5 attached hereto and pursuant to the following provisions:
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Calculation of Earnout. Upon the determination of the final Revenue Schedule for the Earnout Period (in accordance with the procedures set forth above), the Buyer shall pay or cause to be paid to the Shareholders fifty percent (50%) of the amount by which the Revenue of the Company for the Earnout Period, as reflected upon the final Revenue Schedule, exceeds Fifty Million Dollars ($50,000,000), up to a maximum of Sixty Million Dollars ($60,000,000). If the Revenue of the Company for the Earnout Period does not exceed Fifty Million Dollars ($50,000,000), then no payment to the Shareholders will be due hereunder. If the Revenue of the Company for the Earnout Period exceeds Sixty Million Dollars ($60,000,000), then the payment to the Shareholders shall equal Five Million Dollars ($5,000,000). Any payment made to the Shareholders pursuant to this Section 2.2(d) shall be made within five (5) business days after determination of the final Revenue Schedule.
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Calculation of Earnout. 1. Net sales and gross profit margin will be determined in accordance with (i) generally accepted accounting principles in the United States and (ii) the accounting policies and procedures used by Diodes Incorporated for the determination of its own net sales and gross profit margin for purposes of preparing its financial statements filed with the United States Securities and Exchange Commission.
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Related to Calculation of Earnout

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Application of Earnings Each Borrower undertakes with the Lenders that money from time to time credited to, or for the time being standing to the credit of, its Earnings Account shall, unless and until an Event of Default shall have occurred (whereupon the provisions of Clause 17.1 shall be and become applicable), be available for application in the following manner:

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Payments, Computations, etc (a) Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent’s office specified in Schedule 10.1 not later than 4:00 P.M. on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

  • Yield Calculation The Bank will compute the performance results of the Fund (the "Yield Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

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