Determination of Earnout Amount Sample Clauses

Determination of Earnout Amount. Within ninety (90) days after the end of each calendar year, Xxxxx shall prepare and deliver to the Representative a report (the “Earnout Report”) setting forth Buyer’s calculation of the Net Sales for such calendar year and the resulting Earnout Amount. The Earnout Report shall include the total quantity of Drug sold, gross sales and Net Sales for each country in which sales were made, the date of any first commercial sales in any country during such calendar year, the currency exchange rates used in determining Net Sales, and a calculation of the amounts due under Section 1.6. If the Representative has any objections to the calculation of the Net Sales and the resulting Earnout Amount, then the Representative will deliver a detailed written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery of the Earnout Report. If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day period, then the calculation of the Net Sales and the resulting Earnout Amount set forth in the Earnout Report shall become final and binding on all Parties. If the Representative delivers an Earnout Objections Statement within such thirty (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to Buyer and the Representative and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earnout Report or any more favorable to the Representative than is proposed in the Earnout Objections Statement. The costs, expenses and fees of the Accountants shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of Sellers), on the other hand; provided that, if there is no difference between the Earnout Amount as determined by the Accountants versus the Earnout Report, Seller shall pay 100% of the costs, expenses and fees of t...
Sample 1
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Determination of Earnout Amount. (i) If Gross Profit is less than or equal to $7,100,000 (the “Threshold Profit”), then Buyer shall not be required to make any payment of the Earnout Amount to Seller.
Sample 1
Determination of Earnout Amount. (i) As promptly as practicable, but in any event within 90 days after the Measurement Date, Acquirer will deliver to the Representative a statement (a “Preliminary Earnout Statement”) setting forth in reasonable detail Acquirer’s calculation of (i) the Gross Earnout Amount, which shall include a calculation of the following amounts (A) Revenue CAGR, (B) Measurement Period Revenue, (C) Base Revenue (as determined pursuant to Section 2.7(c)), (D) Average Measurement Period Revenue, (E) the Applicable Multiple, and (ii) the Earnout Amount.
Sample 1
Determination of Earnout Amount. At the Put Payment Date or the Call Payment Date, as the case may be, to the extent that (i) 19.9% of the product of (a) 5.6 and (b) Sterling EBITDA (as defined below) exceeds (ii) twelve million dollars ($12,000,000.00) (such excess, the "Earnout Pool Amount"), the Selling Stockholders who sell Put Shares shall receive for each Put Share purchased by the Purchaser in accordance with Section 1.2 hereof, in addition to the Exercise Price, a payment per share (the "Earnout Payment") equal to:
Sample 1
Determination of Earnout Amount. If, during the calendar year ending December 31, 2023 (the “Earnout Period”), Company EBITDA exceeds $5,138,066 (the “Earnout Period Threshold”), Seller shall be entitled to receive additional consideration equal to $1 for every $2 Company EBITDA exceeds the Earnout Period Threshold (the “Earnout Amount”); provided, however, that the Earnout Amount shall not exceed a value of $1,500,000.
Sample 1
Determination of Earnout Amount. (a) Within sixty (60) days following (i) the 12-month period ending March 31, 2008 (the "First Earnout Period") and (ii) the 12-month period ending December 31, 2008 (the "Second Earnout Period"), Purchaser shall deliver to the Sellers' Representatives copies of the Company's unaudited financial statements for the respective Earnout Period together with a calculation of the Adjusted EBITDA of the Company for such Earnout Period, together with supporting documentation reflecting the calculation thereof (the "Adjusted EBITDA Report"). The Sellers shall be entitled to (x) a payment of $5,000,000 (the "First Earnout Amount") from Purchaser in the event that Adjusted EBITDA for the First Earnout Period is equal to or in excess of $15,000,000 (the "EBITDA Minimum"), and (y) a payment of $5,000,000 (the "Second Earnout Amount", and together with the First Earnout Amount, if any, collectively the "Earnout Payment") from Purchaser in the event that Adjusted EBITDA for the Second Earnout Period is equal to or in excess of the EBITDA Minimum. As amplification and not limitation of the foregoing, the parties hereby agree that (I) subject to final adjustment pursuant to fiscal year-end audits, the results of which shall be conclusive and binding on the parties hereto for purposes of inclusion in the Adjusted EBITDA calculations, Adjusted EBITDA for each of the three (3) month periods ended June 30, 2007 and September 30, 2007 was $4,295,000 and $4,278,000, respectively, as calculated on Appendix 1.9(a)(I), and (II) if the EBITDA Minimum is achieved at the end of both twelve-month periods referenced in the preceding sentence, the Sellers shall receive a total of $10,000,000 pursuant to this provision.
Sample 1
Determination of Earnout Amount 
Sample 1
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Related to Determination of Earnout Amount

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination Final The determination by Xxxxxxx Mac or the Global Agent of the interest rate on the Notes and the determination of any payment on any Note (or any interim calculation in the determination of any such interest rate, index or payment) shall, absent manifest error, be final and binding on all parties. If a principal or interest payment error occurs, Xxxxxxx Mac or the Global Agent may correct it by adjusting payments to be made on later Payment Dates or in any other manner Xxxxxxx Mac or the Global Agent considers appropriate. If the source of One-Month LIBOR changes in format, but Xxxxxxx Mac or the Global Agent determines that the source continues to disclose the information necessary to determine the related Class Coupon substantially as required, Xxxxxxx Mac will amend the procedure for obtaining information from that source to reflect the changed format. All One-Month LIBOR values used to determine interest payments are subject to correction within 30 days from the applicable payment. The source of a corrected value must be the same source from which the original value was obtained. A correction might result in an adjustment on a later date to the amount paid to the Holder.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Determination of One-Month LIBOR Pursuant to the terms of the Global Agency Agreement, the Global Agent shall calculate the Class Coupons for the applicable Classes of Notes (including MAC Notes on which the Exchange Administrator has directed the Global Agent to make payments) for each Accrual Period (after the first Accrual Period) on the applicable LIBOR Adjustment Date. “One-Month LIBOR” will be determined by using the “Interest Settlement Rate” for U.S. dollar deposits with a maturity of one month set by ICE Benchmark Administration Limited (“ICE”) as of 11:00 a.m. (London time) on the LIBOR Adjustment Date (the “ICE Method”). ICE’s Interest Settlement Rates are currently displayed on Bloomberg L.P.’s page “BBAM.” That page, or any other page that may replace page BBAM on that service or any other service that ICE nominates as the information vendor to display the ICE’s Interest Settlement Rates for deposits in U.S. dollars, is a “Designated Page.” ICE’s Interest Settlement Rates currently are rounded to five decimal places. If ICE’s Interest Settlement Rate does not appear on the Designated Page as of 11:00 a.m. (London time) on a LIBOR Adjustment Date, or if the Designated Page is not then available, One-Month LIBOR for that date will be the most recently published Interest Settlement Rate. If ICE no longer sets an Interest Settlement Rate, Freddie Mac will designate an alternative index that has performed, or that Freddie Mac (or its agent) expects to perform, in a manner substantially similar to ICE’s Interest Settlement Rate.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • 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:

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

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