Earn-Out Payments Sample Clauses
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Earn-Out Payments. (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients.
(ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so w...
Earn-Out Payments. (a) Buyer shall make additional payments to the Members (collectively, the “Earn-Out Payments”) based on the Pro Rata Portion of the Company owned by each Member immediately prior to the Effective Time equal to the sum of:
(i) for each of the first four 12-month periods following the end of the quarter in which the Closing occurs (each, an “Earn-Out Period”), an amount equal to the product of (A) the E-Rate Gross Profit attributable to such Earn-Out Period (not to exceed $12,500,000 for all Earn-Out Periods), multiplied by (B) two; provided, however, that in no event shall payments under this clause (i) exceed in the aggregate $25,000,000; plus
(ii) in the event that the E-Rate Gross Profit for the first two Earn-Out Periods, in the aggregate, exceeds $18,000,000, an amount equal to the product of (A) the E-Rate Gross Profit for the first two Earn-Out Periods in excess of $18,000,000, multiplied by (B) two; provided, however, that in no event shall payments under this clause (ii) exceed in the aggregate $10,000,000; plus
(iii) accrued interest on the amounts payable pursuant to the foregoing clause (i) at the rate of 5% per annum, compounded monthly; provided, that the accrued interest shall be calculated on such amounts from the Closing Date through the estimated date of the applicable Earn-Out Payments. For purposes of clarity, if no Earn-Out Payments are due, no accrued interest amounts are payable. For the avoidance of doubt, in no event will the aggregate Earn-Out Payments under clauses (i) and (ii) immediately preceding exceed in the aggregate $35,000,000 plus accrued interest computed in accordance with clause (iii) immediately preceding. Notwithstanding the foregoing, if, at any time during any Earn-Out Period, any of the events specified on Schedule 1.12(a) attached hereto (each an “Earn-Out Termination Event”) occurs:
(1) the Earn-Out Periods hereunder shall cease for periods beginning as of the first day of the calendar quarter in which such Earn-Out Termination Event occurred (the “Earn-Out End Date”), and
(2) the aggregate Earn-Out Payments that Members are entitled to receive under clauses (i) and (ii) of Section 1.12(a) for the period commencing on the first day of the first Earn-Out Period and ending on the Earn-Out End Date (the “Earn-Out Termination Period”) shall be equal to the sum of:
Earn-Out Payments. (a) Upon the terms and conditions set forth in this Agreement, following the Closing Date, upon final determination thereof in accordance with this Section 2.3, Purchaser shall make the following additional payments, if any, to Sellers:
(i) In the event that, during the fiscal year beginning on October 1, 2009 and ending on September 30, 2010 (the “First Earn-Out Period”), the Purchaser generates Business Revenues (such Business Revenues, the “First Earn-Out Revenue”) in an amount equal to or greater than Two-Hundred Thirty Million Dollars ($230,000,000) (the “First Earn-Out Tier I Target”), then Purchaser shall, on a one-time basis, pay to Sellers an amount calculated as follows (such payment, the “First Earn-Out Payment”):
(A) if the First Earn-Out Revenue is equal to the First Earn-Out Tier I Target, the First Earn-Out Payment shall be Five Million Dollars ($5,000,000) (the “Basic Earn-Out Payment”); or
(B) if the First Earn-Out Revenue is greater than the First Earn-Out Tier I Target but equal to or less than Two-Hundred Fifty Million Dollars ($250,000,000) (the “First Earn-Out Tier II Target”), then the First Earn-Out Payment shall equal the sum of (i) the Basic Earn-Out Payment, plus (ii) the product of (X) Five-Million Dollars ($5,000,000), multiplied by (Y) the quotient obtained by dividing (1) the difference of (a) the First Earn-Out Revenue, minus, (b) the First Earn-Out Tier I Target, by (2) Twenty Million (20,000,000); or
(C) if the First Earn-Out Revenue is greater than the First Earn-Out Tier II Target but less than Two-Hundred Sixty-Five Million Dollars ($265,000,000) (the “First Earn-Out Tier III Target”), then the First Earn-Out Payment shall equal the sum of (i) Ten Million Dollars ($10,000,000), plus (ii) the product of (X) Five-Million Dollars ($5,000,000), multiplied by (Y) the quotient obtained by dividing (1) the difference of (a) the First Earn-Out Revenue, minus, (b) the First Earn-Out Tier II Target, by (2) Fifteen Million (15,000,000); or
(D) if the First Earn-Out Revenue is equal to or greater than the First Earn-Out Tier III Target, then the First Earn-Out Payment shall equal Fifteen Million Dollars ($15,000,000) (the “Maximum Earn-Out Payment”). For the avoidance of doubt, if the First Earn-Out Revenue is less than the First Earn-Out Tier I Target, no payment shall be made to Sellers in respect of the First Earn-Out Period.
(ii) In the event that, during the fiscal year beginning on October 1, 2010 and ending on September 30, ...
Earn-Out Payments. On the terms and subject to the conditions of this Section 1.4 the Buyer shall issue and deliver to the Sellers, and the Derivative Securities Holders who exercise their Derivative Securities on or before the Closing Date, following the Closing, in the proportions set opposite their respective names on Schedule 1, Consideration Shares, if and to the extent earned as provided in this Section 1.4, in an aggregate amount equal to US$30,000,000, less the Closing Date Purchase Price and less the Transaction Expenses divided by the Average Closing Price (the "Earn-Out Amount"), which shall be due and payable in two equal installments as follows:
(i) The first 50% of the Earn-Out Amount (the "First Earn-Out Payment") shall be due upon the occurrence of the First Earn-Out Event. The second 50% of the Earn-Out Amount (the "Second Earn-Out Payment", and together with the First Earn-Out Payment, collectively, the "Earn-Out Payments", and individually an "Earn-Out Payment") shall be due upon the occurrence of the Second Earn-Out Event.
(ii) The First Earn-Out Event or the Second Earn-out Event means any one of the following events, whichever occurs first: (A) the initiation of the first human dosing in a Phase I clinical trial under a U.S. Investigational New Drug Application, or (B) such other drug application, approvable by the applicable ministry of health, as Buyer in its sole discretion determines is appropriate for any currently identified Company product candidate, including a second-generation version of Syn 1001, Syn 1002, Syn 2001, Syn 2002 or any variation thereof, as well as any additional product candidates derived in whole or in part from the Company's product pipeline or research and development technology platform which additional product candidate(s) are mutually acceptable to Buyer and Sellers' Agents (each a "Qualified Product Candidate"). (The First Earn-Out Event and the Second Earn-Out Event are herein referred to collectively as the "Earn-Out Events", and individually as an "Earn-Out Event").
Earn-Out Payments. As additional Purchase Price consideration for the Purchased Interests, if the “Earn-Out Categories” set forth on Schedule B are satisfied under the methodologies set forth on Schedule B, then Buyer shall pay to the Members (in accordance with their Percentage Interests) up to Three Million Dollars ($3,000,000), as calculated on Schedule B, which Buyer will pay, or cause to be paid, in Buyer’s sole option: (A) in cash, or (B) a minimum of 25% in cash and the remainder in shares of Buyer Stock (using a price per share of $3.75 per share) (such shares, the “Earn-Out Buyer Stock”), provided, that (A) Buyer shall pay 11.066% of the cash Earn-Out Payments due to the Members in cash to ▇▇▇▇ ▇▇▇▇▇ (which the Parties agree will be deducted equally from the portion of the Earn-Out Payments due to the Members in accordance with their respective Percentage Interests), and (B) Buyer shall pay up to 3.334% of the cash Earn-Out Payment due to ▇▇▇▇▇▇▇ in cash to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (which the Parties agree will be deducted from the portion of the Earn-Out Payment due to ▇▇▇▇▇▇▇ in accordance with his Percentage Interest). Buyer shall make any cash Earn-Out Payments no later than the end of Buyer’s fiscal quarter following the fiscal quarter during which the Post-Closing Payment Statement is final, binding, and conclusive upon the Parties. The date on which the cash Earn-Out Payments are actually made under this Agreement is the “Earn-Out Payment Date.” The Earn-Out Buyer Stock, if any, shall be issued in three equal tranches: (i) the first, upon the Earn-Out Payment Date, (ii) the second, on or before the 12-month anniversary of the Earn-Out Payment Date, and (iii) the third, on or before the 24-month anniversary of the Earn-Out Payment Date. Promptly following such issuances, the Company will deliver to the Members evidence from the Company’s transfer agent of the issuance of such Earn-Out Buyer Stock to the Members.
Earn-Out Payments. Subject to Sections 2.3(c), (d) and (g) and Section 5.9, during the Earn-Out Period:
(i) For all Product sold in Territory Zone 1, Buyer shall make payments to Sellers’ Representative on aggregate Net Sales of the Product equal to [***] of the first [***] in aggregate annual Net Sales generated by the Product plus [***] of the aggregate annual Net Sales of the Product between [***] and [***] plus [***] of aggregate annual Net Sales of the Product in excess of [***].
(ii) For all Product sold in Territory Zone 2, Buyer shall make payments to Sellers’ Representative on aggregate Net Sales of the Product equal [***] of the first [***] in aggregate annual Net Sales generated by the Product plus [***] of aggregate annual Net Sales of the Product between [***] and [***] plus [***] of aggregate annual Net Sales of the Product in excess of [***].
Earn-Out Payments. Subject to the Purchaser’s right to offset amounts pursuant to Section 5.3(g), the Purchaser will pay to the Seller the additional payments as follows (each such payment, an “Earnout Payment,” and collectively, the “Earnout Payments”):
(a) A one-time cash payment in the amount of $20,000,000 (the “OEM Earnout”) payable upon completion, to the Purchaser’s reasonable satisfaction, of each of the actions described in Schedule 1.8(a) (the “OEM Earnout Conditions”), which shall be payable in the manner described in Section 1.8(e) below.
(b) A one-time cash payment (“Transfer Earnout”) in the amount of (i) $17,000,000 in the event that the Seller submits for EU MDR Certification for the Seller Products within 15 months of the First Closing Date, and the Second Closing has not yet taken place, or (ii) $13,000,000 in the event that the Seller submits for EU MDR Certification for the Seller Products after 15 months have passed since the First Closing Date, and the Second Closing has not yet taken place.
(c) Payments based on Net Sales (each, a “Net Sales Earnout,” and collectively, the “Net Sales Earnouts”), as follows:
(i) A one-time cash amount equal to 100% of the Net Sales achieved in the first four full fiscal quarters of the Purchaser after Purchaser’s first commercial sale of a Seller Product following satisfaction of the OEM Earnout Conditions (such period, the “Net Sales Earnout Period 1”), which shall be payable in the manner described in Section 1.8(e) below;
(ii) A one-time cash amount equal to 75% of the Net Sales achieved in the four fiscal quarters of the Purchaser immediately following the end of Net Sales Earnout Period 1 (such period, the “Net Sales Earnout Period 2”), which shall be payable in the manner described in Section 1.8(e) below;
(iii) A one-time cash amount equal to 50% of the Net Sales achieved in the four fiscal quarters of the Purchaser immediately following the end of Net Sales Earnout Period 2 (such period, the “Net Sales Earnout Period 3”), which shall be payable in the manner described in Section 1.8(e) below; and
(iv) A one-time cash amount equal to 50% of the Net Sales achieved in the four fiscal quarters of the Purchaser immediately following the end of Net Sales Earnout Period 3 (such period, the “Net Sales Earnout Period 4”), which shall be payable in the manner described in Section 1.8(e) below.
(d) The Seller acknowledges and agrees that the Purchaser is entitled to conduct the Business in a manner that is in the be...
Earn-Out Payments. (a) With respect to the period commencing on the Closing Date through December 31, 2018 (the “Earn-Out Period”), Buyer shall, subject to and on the terms set forth in Section 2.06(b), pay to Seller the amount equal to the applicable Earn-Out Percentage (as provided in the Earn-Out Table in Section 2.06(c) for the corresponding calendar quarters in the Earn-Out Table) multiplied by the applicable Earn-Out Revenue for such quarter. Earn-Out Payments are deemed to be additional Purchase Price and shall be paid by wire transfer to an account designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date or such other account designated in writing by Seller to Buyer from time to time.
(b) The Earn-Out Payment payable for the period between the Closing Date and December 31, 2014 shall be remitted to Seller within 60 days following the end of the 4th calendar quarter of 2014 (the “First Earn-Out Payment”) and all subsequent Earn-Out Payments shall be remitted to Seller within 60 days following the end of each subsequent calendar quarter, unless a Notice of Earn-Out Disagreement is given by Seller pursuant to Section 2.06(f), and in such case then within five (5) Business Days after final determination of the Earn-Out Revenue to which such Earn-Out Payment relates pursuant to Section 2.06(f) and (g) (each a “Quarterly Earn-Out Payment”); provided, however, that (x) neither the First Earn-Out Payment nor any Quarterly Earn-Out Payment shall be made if the aggregate Earn-Out Revenue is $3,000,000 (or with respect to the First Earn-Out Payment, the same proportion of $3,000,000 that the number of days from the Closing Date to December 31, 2014 bears to 365) or less for the rolling 12-month period immediately preceding the end of the calendar quarter for which such Quarterly Earn-Out Payment is calculated (or, with respect to the First Earn-Out Payment, the period beginning on the Closing Date and ending on December 31, 2014), and (y) in the event that there is a Notice of Earn-Out Disagreement with respect to any Quarterly Earn-Out Payment, then the amount set forth in the applicable Earn-Out Statement shall be paid within 60 days after the end of the calendar quarter to which such Earn-Out Statement Relates and any portion of the Quarterly Earn-Out Payment that is finally determined to be due will be paid within five (5) Business Days after such determination. Buyer and Seller agree that revenue for Aetrium handlers leased to cust...
Earn-Out Payments. Subject to Section 10.6, following the earlier of June 1, 2023 and the date that is twelve (12) months following the date of the First Commercial Sale of Lyvispah (such date, the “Earn-Out Start Date”), Buyer shall pay to Sellers (i) twelve and one-half percent (12.5%) of the first Thirty Million US Dollars ($30,000,000.00) of Net Sales of the Pipeline Products during each Calendar Year (including the Calendar Year during which the Earn-Out Start Date occurs) and (ii) fifteen percent (15%) of all Net Sales of the Pipeline Products during each Calendar Year (including the Calendar Year during which the Earn-Out Start Date occurs) exceeding Thirty Million US Dollars ($30,000,000.00) (each such payment, an “Earn-Out Payment”). Such Earn-Out Payments shall be made no later than forty-five (45) calendar days following the end of each Calendar Quarter. Each such Earn-Out Payment shall be made to Sellers by wire transfer of immediately available U.S. funds in such respective amounts and in accordance with such wire instructions as Sellers shall specify in writing. For the avoidance of doubt, upon the Closing and thereafter, subject to Section 7.11, Buyer and any Affiliates of Buyer shall have (A) the right to own, operate, use, license, develop and otherwise Exploit the Pipeline Products in any way that Buyer and its Affiliates deem appropriate, in their sole discretion, and (B) the right to determine the terms and conditions of the development and Commercialization of the Pipeline Products, and any and all sales of the Pipeline Products, including the determination of whether or not to develop or Commercialize the Pipeline Products, or the indication or indications for which the Pipeline Products may be developed or Commercialized. Sellers hereby acknowledge and agree that (1) there is no assurance that Sellers will receive any Earn-Out Payment, (2) neither Buyer nor any Affiliates of Buyer promised or projected any amounts to be received by Sellers with respect of any Earn-Out Payment, and Sellers have not relied on any statements or information provided by or on behalf of Buyer or its Affiliates with respect to the likelihood of development or potential sales of the Pipeline Products, (3) neither Buyer nor any Affiliates of Buyer owe any fiduciary duty to Sellers, and (4) the Parties intend the express provisions of this Agreement to govern their contractual relationship and to supersede any standard of efforts or implied covenant of good faith and fair dealin...
Earn-Out Payments. (1) For the four-year period beginning January 1, 2007 (the “Earn-Out Period”), Purchaser shall pay to Shareholder the percentage set forth on Schedule 5(a) hereto of the aggregate Earn-Out in accordance with the provisions hereof (the “Shareholder Percentage”) with respect to each Calculation Period within the Earn-Out Period an amount (each, an “Earn-Out Payment”) equal to (i)(A) the Combined Revenue minus (B) the Minimum Revenue Amount, multiplied by (ii) the percentage set forth on Schedule 5(b) hereto; provided, however, that no Earn-Out Payment shall be made in any Calculation Period unless the Earn-Out Conditions for such Calculation Period shall have been satisfied.
(2) For purposes hereof, the following definitions shall apply: