Earn-Out Consideration Clause Samples
The Earn-Out Consideration clause defines the terms under which additional payments may be made to the seller after the closing of a transaction, based on the future performance of the acquired business. Typically, this clause outlines specific financial targets or milestones—such as revenue or EBITDA—that must be met within a set period for the seller to receive these contingent payments. By linking part of the purchase price to post-closing results, the clause helps bridge valuation gaps between buyer and seller and incentivizes continued strong performance of the business.
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Earn-Out Consideration. The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows:
(a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”).
(b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate.
(c) If any of the Earn-Out Targets set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor.
(d) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control.
(e) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and...
Earn-Out Consideration. Subject to certain exceptions, during the period between the Closing and the third anniversary of the Closing, holders of Energy Vault Common Stock and Energy Vault Equity Awards as of immediately prior to the Effective Time are eligible to receive up to 9,000,000 additional Combined Company Common Stock in the aggregate in three equal tranches of 3,000,000 Earn Out Shares, respectively, upon the occurrence of Triggering Event I, Triggering Event II and Triggering Event III, respectively. Additionally, at the Closing, approximately 15,000,000 shares of Novus Common Stock will be issued to the Subscribers upon the closing of the PIPE. Following the consummation of the Business Combination, the Proposed Certificate of Incorporation (as defined in the section titled “Proposal No. 2 — The Charter Proposals”) will be filed with the Office of the Secretary of State of the State of Delaware. For more information about the Business Combination Agreement and the Business Combination, see the sections titled “Proposal No. 1 — The Business Combination Proposal” and “The Business Combination Agreement.” The obligations of Energy Vault, Novus and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions: • The Energy Vault Requisite Approval in favor of the adoption of the Business Combination Agreement and the Merger and all other transactions contemplated by the Business Combination Agreement, shall have been obtained; • The Stockholder Proposals shall have been approved and adopted by the requisite affirmative vote of Novus’s stockholders in accordance with the proxy statement/prospectus, the DGCL, the Novus organizational documents and the rules and regulations of NYSE; • The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC; • No governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination, including the Merger, illegal or otherwise prohibiting consummation of the Business Combination, including the Merger; • All required filings under the HSR Act shall have been ...
Earn-Out Consideration. Following the Closing, Purchasers shall pay or cause Newco to pay to APIL the Earn-Out Consideration, in accordance with the terms of Exhibit E.
Earn-Out Consideration. For purposes of this Agreement, the Earn-Out Consideration, if any, shall be calculated and determined as follows:
1.7.1 In the case of the first full twelve (12) month period following the Closing Date (the “First Twelve Month Period”), provided that the Acquired Companies’ Annual EBITDA (as hereinafter defined) for such First Twelve Month Period exceeds One Million Five Hundred Thousand Dollars ($1,500,000), the Earn-Out Consideration, payable to the Sellers by the Buyer shall be the product of (A) and (B), where (A) is twenty-five percent (25%) and (B) is the Acquired Companies’ Annual EBITDA for such First Twelve Month Period. Notwithstanding anything contained herein to the contrary, if the Acquired Companies Annual EBITDA for the First Twelve Month Period does not exceed One Million Five Hundred Thousand Dollars ($1,500,000), no Earn-Out Consideration shall be required to be paid by the Company to the Sellers under this Section 1.7.1.
1.7.2 In the case of the second full twelve (12) month period following the Closing Date (the “Second Twelve Month Period”), the Earn-Out Consideration, if any, payable to the Sellers by the Buyer shall be the product of (A) and (B), where (A) is twenty percent (20%) and (B) is the excess, if any, of the Acquired Companies’ Annual EBITDA for such Second Twelve Month Period over the Acquired Companies’ Annual EBITDA for the First Twelve Month Period. Notwithstanding anything contained herein to the contrary, if the Acquired Companies Annual EBITDA for the Second Twelve Month Period does not exceed Eighteen Million Dollars ($18,000,000), no Earn-Out Consideration shall be required to be paid by Buyer to the Sellers under this Section 1.7.2.
1.7.3 For purposes of this Agreement, the Annual EBITDA of the Acquired Companies for any applicable twelve month period shall mean the net income of the Acquired Companies for such twelve month period prior to deducting any tax expense, interest expense, depreciation expense and amortization expense determined in accordance with GAAP, and excluding the effect of (a) any gain or loss resulting from any sale, exchange or other disposition of assets other than in the Ordinary Course of Business, (b) any gain or loss on discontinued operations, extraordinary items or cumulative effect of an accounting change, (c) any gain, loss, income or expense resulting from a change in Buyer’s or Acquired Companies’ accounting methods, principles or practices or a change in GAAP following the Closing....
Earn-Out Consideration. 6.4.1 In addition to the Closing Share Consideration, the Sellers shall be entitled to a one-time payment of the Earn-Out Consideration (as defined below) if the Company's net revenues are equal or higher than USD 100,000,000 for the 12-month earn-out period ending on 31 March 2022 (the "Earn-Out Period"). The net revenues for the Earn-Out Period shall be determined in a manner consistent with plan projections provided by the Company's management and based on management accounts, prepared in accordance with the provisions of IFRS applied on a consistent basis, by the Purchaser for the Earn-Out Period. The Purchaser shall make available, at commercially reasonable times, to the Sellers and their representatives all requisite books and records of the Target Group to the extent necessary for their review of the relevant financial statements. The Earn-Out Consideration shall become due and payable within 30 Business Days after the end of the Earn-Out Period.
6.4.2 Earn-Out Consideration" shall be the number of newly issued shares of Purchaser’s Parent Common Stock determined by dividing the Earn-Out Amount (as defined below) by the Earn-Out Price (as defined below); provided, however, that the aggregate number of shares of Purchaser’s Parent Common Stock issuable as Earn-Out Consideration pursuant to this Sec. 6.4 shall not exceed the Earn-Out Maximum Share Amount (as defined below); and, provided, further, that, in the event that the value of the Earn-Out Maximum Share Amount (based on the Earn-Out Price) is less than the Earn-Out Amount, the Earn-Out Consideration shall be the Earn-Out Maximum Share Amount and the Earn-Out Cash Amount.
Earn-Out Consideration. (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.
(b) If the EBT of the Company for the year ending December 31, 1999, decreased by the amount of UniCapital corporate overhead allocated to the Company (the "Adjusted 1999 EBT," and together with the Adjusted 1997 EBT and the Adjusted 1998 EBT, the "Company EBT"), exceeds the greater of Adjusted 1998 EBT or the Adjusted 1997 EBT, then the Stockholders shall be entitled to receive one-half of the difference between (i) the Adjusted 1999 EBT and (ii) the greater of the Adjusted 1998 EBT or the Adjusted 1997 EBT.
(c) The EBT of the Company for the years ending December 31, 1998 and December 31, 1999 shall be computed using generally accepted accounting principles and practices as applied in the audited financial statements of the Company included in the Registration Statement. The allocation of UniCapital overhead shall be made on a pro rata basis applied consistently among UniCapital subsidiaries.
(d) The amounts (if any) that the Stockholders become entitled to receive pursuant to Sections 2.5(a) and/or 2.5(b) are referred to herein as the "Earn-Out Consideration." The Earn-Out Consideration shall be paid one-half in cash and one-half in shares of UniCapital Stock, valued at the average of the closing prices per share of UniCapital Stock for the [20] trading days preceding December 31 of the year to which the portion of Earn-Out Consideration in question applies.
(e) Company EBT shall be determined within forty-five days following December 31 of such year.
(f) Notwithstanding anything in this Section 2.5 to the contrary, if the Stockholders dispute the determination of Company EBT, then the Stockholders' Representative shall notify UniCapital in writing of such dispute and specify the amount thereof within 20 business days after not...
Earn-Out Consideration. (a) The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor an additional One Million Two Hundred Fifty Thousand (1,250,000) ParentCo Common Shares, in the aggregate (the “Earn-Out Consideration”), if any time prior to or as of the second anniversary of the Closing, the VWAP is greater than or equal to Thirteen Dollars ($13.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Earn-Out Target”).
(b) If the Earn-Out Target set forth in Section 5(a) shall have been achieved, within five (5) Business Days following the achievement of the Earn-Out Target, ParentCo shall issue the Earn-Out Consideration to the Sponsor.
(c) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing and the Earn-Out Consideration that is issuable pursuant to Section 5(a) remains unissued as of immediately prior to the consummation of such Change of Control, the Earn-Out Consideration shall immediately vest and the Sponsor shall be entitled to receive the Earn-Out Consideration prior to the consummation of such Change of Control.
(d) The Earn-Out Consideration and the Earn-Out Target shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time the Earn-Out Consideration is delivered to Sponsor, if any.”
Earn-Out Consideration. 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule.
2.2 For the purpose of calculating the Earn-Out Payment the Reference Date shall, subject to paragraph 2.3, be 31 July 2018 unless ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall elect for 31 July 2016 or 31 July 2017 to be the Reference Date and such election has been made by notice in writing to the Buyer within the 3 month period following either 31 July 2016 or 31 July 2017. For the avoidance of doubt there may only be one Reference Date and one Earn-Out Payment.
2.3 In the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall resign as chief executive officer of the Company during the Earn-Out Period then, unless a Reference Date has already been fixed pursuant to and in accordance with paragraph 2.2, the Reference Date shall be the 31 July next following the effective date of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ceasing to be the chief executive officer of the Company.
2.4 Any Earn-out Payment that the Buyer is required to pay pursuant to this Schedule shall be paid to the Sellers in cash in £ sterling within 10 Business Days of the amount of the Earn-Out Payment being agreed or determined in accordance with the provisions of this Schedule. Payment of any Earn-Out Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid.
2.5 Except as permitted under paragraph 8 of this Schedule, the Earn-Out Payment shall be paid without deduction set off or counter claim and if not paid in full on the due date the Earn-Out Payment shall bear interest at the rate of 4% per annum above the base lending rate of Lloyds Bank for the time being from the due date until the date of actual payment of the Earn-Out Payment.
Earn-Out Consideration. (a) The Shareholders shall be entitled to earn additional cash consideration (collectively, the "EARN-OUT") in an amount, up to $750,000 in the aggregate (the "MAXIMUM EARN-OUT"), equal to 100% of the positive Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") of the New Tilt Business (as defined below) beginning on the Closing Date (as defined below) and continuing for the twelve (12) calendar quarters immediately following the Closing (the "EARN-OUT PERIODS" and each individually, an "EARN-OUT PERIOD"), with the first Earn-Out Period to include the calendar quarter ending June 30, 2006, all in accordance with the terms and conditions of this Section.
(b) Within thirty (30) calendar days after the end of each calendar quarter (i.e., the three (3) months ended March 31, June 30, September 30 and December 31 of each relevant calendar year) or portion thereof that is included within the Earn-Out Periods, Bridgeline shall prepare an income statement reflecting solely the business and operations associated exclusively with the operations of (x) the Company and (y) the division of Bridgeline headquartered in Woburn, Massachusetts and known as "Bridgeline New England" following the completion of the Acquisition independent of the remaining business and operations of Bridgeline (the "NEW TILT BUSINESS") calculated in accordance with generally accepted accounting principles consistently applied ("GAAP") for such Earn-Out Period, except as provided below, and a related calculation of EBITDA of the New Tilt Business for such Earn-Out Period, such calculation of EBITDA to be completed in accordance with GAAP and to reflect as closely as reasonably possible the EBITDA that would have been achieved by the New Tilt Business during such Earn-Out Period if the Acquisition had not occurred (each such income statement and EBITDA calculation are collectively referred to herein as the "INCOME STATEMENT"). The corporate overhead allocation ("G&A AND CORPORATION MARKETING ALLOCATION") that will be charged by Bridgeline to the New Tilt Business on a monthly basis shall be determined reasonably using a headcount and revenue comparison metric between the New Tilt Business and Bridgeline as a whole. The maximum G&A and Corporate Marketing Allocation that will be charged by Bridgeline to the New Tilt Business (operating as the New England office of Bridgeline) for a specified Earn-Out Period sh▇▇▇ ▇▇▇ ▇▇▇▇ed fifteen percent (15%) of the total revenues generate...
Earn-Out Consideration. Subject to the terms and conditions set forth in this Section 3.4(d), if the Parent Trading Price on the Closing Date is less than $10.90 per share, the Stockholder shall be entitled to receive from Parent additional consideration based on the performance of the Company following the Closing in an aggregate amount up to $14,025,000 (the “Maximum Earn-Out Payment”), paid, calculated and determined in the manner set forth in this Section 3.4(d).
(i) If the Company’s EBITDA for the twelve (12)-month period ending December 31, 2024 (the “2024 EBITDA”) exceeds the 2024 EBITDA Target, Parent will pay the Stockholder an amount (the “Earn-Out Payment”) equal to the product of (A) the 2024 EBITDA minus the 2024 EBITDA Target, multiplied by (B) 0.75; provided, however, that in no event shall the aggregate Earn-Out Payment exceed the Maximum Earn-Out Payment. For the avoidance of doubt, if the 2024 EBITDA is less than the 2024 EBITDA Target or the Parent Trading Price on the Closing Date equals or exceeds $10.90 per share of Parent Common Stock, then no Earn-Out Payment will be made. The Earn-Out Payment, if payable, will be paid by Parent to the Stockholder by wire transfer of immediately available funds to an account designated by Stockholder, within five Business Days after the final determination of the 2024 EBITDA as set forth in Section 3.4(d)(ii).
(ii) By the earlier of (A) the date which is fifteen (15) days after the completion of the audit of Parent’s 2024 fiscal year and (B) April 30, 2025, Parent shall (1) prepare or cause to be prepared in good faith (a) the Company’s consolidated statements of income for the year ended December 31, 2024 (the “Earn-Out Financial Statements”), and (b) a statement setting forth in reasonable detail the 2024 EBITDA (as derived from the Earn-Out Financial Statements) and the resulting Earn-Out Payment, if any (collectively, the “Earn-Out Deliveries”), and (2) deliver the Earn-Out Deliveries to the Stockholder.
(A) At any time during the thirty (30)-day period beginning on the date of the delivery of the Earn-Out Deliveries to Stockholder (the “Review Period”), Stockholder may deliver to Parent in writing its objections, if any, to the determinations set forth in the Earn-Out Deliveries (the “Notice of Objection”); provided, such Notice of Objection shall specify the items in the Earn-Out Deliveries disputed by the Stockholder and shall describe in reasonable detail the nature and dollar amount of any disagreement so asserted...