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. 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. (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. 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. (a) As additional consideration for the Partnership Interests and the Shares, Buyer shall pay in cash to the Equityholders, in the proportions set forth on Schedule 2.3 hereto or as provided by the Equityholder Designee, Earn-Out Payments, determined in accordance with this Section 2.5, following each Measurement Date. The provisions of this Section 2.5, and the methodology for determining the amount of each Earn-Out Payment, shall be appropriately adjusted in the case of any reorganization, restructuring or other material alteration (by way of merger, restructuring of the advisory relationships or otherwise) of any or all of the Funds so as to preserve the benefits intended to be conferred thereunder for the benefit of the Equityholders.
(b) For each Measurement Date, an amount (each, an "Earn-Out Amount")will be computed equal to the product of (i) the Applicable Multiplier multiplied by (ii) the sum of, for each of the Funds, the product of (x) the Mutual Fund Fee Percentage for such Fund, as in effect on such Measurement Date, multiplied by (y) the average daily assets invested in such Fund for the period of twenty Business Days immediately preceding such Measurement Date (the sum calculated pursuant to clause (ii) is hereafter referred to as the "Measurement Date Run Rate Revenues").
(c) In the event that on the Measurement Date occurring on December 31, 1999 (such date, the "1999 Measurement Date") the Measurement Date Run Rate Revenues for the 1999 Measurement Date equal or exceed the Minimum Growth Amount, then the Earn-Out Payment for the 1999 Measurement Date shall be equal to the excess, if any, of (x) the Earn-Out Amount for the 1999 Measurement Date over (y) the Closing Date Payment Amount; provided, however, that if the sum of (x) the Present Value of the resulting Earn-Out Payment plus (y) the Closing Date Payment Amount would exceed the Maximum Amount, the Earn-Out Payment shall be reduced to an amount of which the Present Value plus the Closing Date Payment Amount equals the Maximum Amount, in which event no further Earn-Out Payments shall be made.
(d) In the event that on the Measurement Date occurring on December 31, 2000 (such date, the "2000 Measurement Date") the Measurement Date Run Rate Revenues for the 2000 Measurement Date equal or exceed the Minimum Growth Amount, then the Earn-Out Payment for the 2000 Measurement Date shall be equal to the excess, if any, of (x) the Earn-Out Amount for the 2000 Measurement Date over (y) the sum ...
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:
Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Phase I Closing Date, provided the subject Lease or New Lease is a Qualified Lease in respect to Phase I on and after the Phase I Closing Date and a Qualified Lease in respect to Phase II on and after the Phase II Closing Date, but prior to the Lease Reservation Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03, 14.06, 14.07 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has bee...
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. 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, the Consideration Shares, if and to the extent earned as provided in this Section 1.4, in an aggregate amount equal to the total Consideration Shares, less (i) the Consideration Shares constituting the Closing Date Purchase Price after the reallocation as provided in Section 1.3(c) above, and (ii) the Consideration Shares constituting the Contingent Consideration (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 on or before eight (8) years following the Closing Date. 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 on or before eight (8) years following the Closing Date.
(ii) The First Earn-Out Event or the Second Earn-out Event means any one of the following events, whichever occurs first: the initiation of the first human dosing in a Phase 2 clinical trial (A) 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’ Agent (each a “Qualified Product Candidate”).
(iii) The foregoing notwithstanding, any remaining unpaid portion of the Earn-Out Amount shall be deemed earned and shall be due and payable to Sellers in the event of the occurrence on or before eight (8) years following the Closing Date of either of (A) the initiation of Phase 3 clinical trials of a Qualified Product Candidate, subject to review and approval of the FDA or othe...
Earn-Out Payments. (a) AmTrust will pay to ACP and ACP will accept from AmTrust, an amount in cash equal to three percent (3%) of Subject Premium for the three-year period following the Effective Time (the "Earn-Out Period"), which shall be payable semi-annually on the terms herein (each such payment, an "Earn-Out Payment"). The aggregate amount of all Earn-Out Payments shall not exceed $30 million. The parties agree that AmTrust shall be entitled to set off any amounts due or payable to ACP hereunder against any amounts otherwise due and payable by ACP to AmTrust or its Affiliates in connection with the Transactions.
(b) On the last Business Day of the month following each Measurement Date during the Earn-Out Period, AmTrust shall notify ACP in writing of the Subject Premium for the six-month period ending on such Measurement Date (except with respect to the initial Measurement Date, which shall provide the Subject Premium beginning at the Effective Time and ending on the initial Measurement Date) and AmTrust shall pay to ACP the Earn-Out Payment in respect of such period by wire transfer in immediately available funds to the Reserve Account (as such term is defined in the Credit Agreement). During the five-day period immediately following ACP's receipt of an Earn-Out Payment, ACP shall be permitted to review AmTrust's books and records and AmTrust's working papers to the extent solely related to the determination of the Subject Premium and the applicable Earn-Out Payment.