Earn-Out Consideration Sample Clauses

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 sum of (i) amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 and (ii) $1,000,000 (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 ("Adjusted 1997 EBT"), then the Stockholder shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT;
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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. 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:
Earn-Out Consideration. (a) The Shareholder shall be entitled to earn additional consideration (the “Earn-Out”) during the Complete Earn-Out Period, in an amount up to $650,000 in the aggregate payable in cash in accordance with the terms of this Section 1.4 (the “Earn-Out Consideration”).
Earn-Out Consideration. (a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date,
Earn-Out Consideration. Subject to Section 2.2(e)(iv) below, at the end of the Lock Up Period the Members shall be entitled to receive up to Ten Million Dollars ($10,000,000.00) worth of additional FAAC common stock (the “Earn Out Consideration”) depending on whether during the Lock Up Period the highest average closing price of FAAC’s common stock (on the Nasdaq OTC market or such other recognized stock market on which FAAC’s stock is then being traded on) for sixty (60) consecutive trading days (the “Highest Average Trading Price”) exceeds the applicable “Earn Out Closing Price Thresholds” set forth below.
Earn-Out Consideration. For purposes of this Section 1.05, all EBITDA calculations shall include both the Business and the business of Terra Contracting Services, LLC (“Terra”), and shall be calculated in accordance with Schedule B attached hereto.
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Earn-Out Consideration. Subject to the terms and conditions of this Agreement, the Purchaser will pay, or will cause the Company to pay, to Nyrstar the earn-out consideration in respect of the Earn-Out Period (the “Earn-Out Consideration”) as additional consideration for the sale of the Company pursuant to the Share Purchase Agreement, which obligations will be guaranteed by GPS in accordance with the Share Purchase Agreement. Subject to clause 2.5, the Earn-Out Consideration will be determined and paid as follows:
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”).
Earn-Out Consideration. Provided that the Company achieves certain agreed-upon key success factors (employee retention, utilization and monthly revenue per billable head for each of the quarterly periods referred to below) described on Schedule 2.2.7, Parent will pay to the holders of Company Common Stock, the holders of options to purchase Company Common Stock and the holders of Preferred Stock, pro rata in accordance with their respective interests, up to an aggregate of $500,000 in respect of each of the four calendar quarters (commencing October 1, 1999) that the Company shall achieve such quarterly targets up to a maximum aggregate amount of $2,000,000. Payment of such earn-out amounts will be made within 30 days following the audited close of the calendar quarter to which such payment relates.
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