Earn-Outs Sample Clauses
Earn-Outs. The Company shall issue to the Initial Members and JDI (pro rata in accordance with their respective percentages set forth opposite their names under the heading “Earn-Out Sharing Percentage” on Schedule I (the “Earn-Out Sharing Percentages”)) up to an aggregate of Seven Million (7,000,000) Units (the “Earn-Out Payment”) upon the Company meeting certain performance targets as follows:
(i) If the Company’s Adjusted EBITDA for the year ending December 31, 2010 or the year ending December 31, 2011 (“2010 Earn-out EBITDA”) is equal to or greater than $27,000,000 (the “First Target”), based on the Company’s audited consolidated financial statements for the year ending December 31, 2010 or the year ending December 31, 2011, as applicable, the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate of Three Million (3,000,000) Units (the “First Earn-Out”). In the event that the 2010 Earn-out EBITDA is less than the First Target but greater than $23,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the First Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $23,000,000 divided by $4,000,000.
(ii) If the Company’s Adjusted EBITDA for the year ending December 31, 2011 or the year ending December 31, 2012 (“2011 Earn-Out EBITDA”) is equal to or greater than $45,000,000 (the “Second Target”), as set forth in the Company’s audited consolidated financial statements for the year ending December 31, 2011 or the year ending December 31, 2012, as applicable, the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate of an additional Four Million (4,000,000) Units (the “Second Earn-Out”). In the event that the 2011 Earn-out EBITDA is less than the Second Target but greater than $32,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the Second Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $32,000,000 divided by $13,000,000. The Parties hereby agree the Earn-Out Payment under this Section 3.6 will not exceed Seven Million (7,000,000) Uni...
Earn-Outs. Pay or otherwise advance, directly or indirectly, any fees, amounts, distributions, payment or other distribution of assets, properties, cash, rights, earn-outs or obligations to NSN or its Subsidiaries in connection with the MAA when the Borrower is not compliant with Section 6.12 or an Event of Default exists and is continuing or would or could result from the making of such payment.
Earn-Outs. EBITDA TARGETS AND CALCULATIONS
Earn-Outs. Fund any earn-out payable in respect of the MC Assembly Acquisition with the proceeds of any Indebtedness other than the Term Loan B.
Earn-Outs all earn-outs and similar deferred consideration that is paid in cash during such Rolling Period pursuant to any acquisition of Holdings or its Subsidiaries that was consummated during or prior to such Rolling Period. $
Earn-Outs. 3.3.1 Upon and subject to completion of the Third Closing, in addition to the Purchase Price, the Purchaser shall pay to the Seller an amount of:
(a) EUR 500,000.00 by means of BH Shares in the event the Club qualifies in the play-offs for the promotion to Serie A at the end of the football season 2024/2025 (the “Play-Off Earn Out”), it being understood that, for the sake of clarity, in the event that the play-offs are not played ac- cording to the applicable Law and regulations, the Play-Off Earn Out shall not be due; and
(b) EUR 5,000,000.00 by means of BH Shares in the event of promotion of the Club to Serie A at the end of the football season 2024/2025 (the “Serie A Earn Out” and, together with the Play-Off Earn out, the “Earn-Outs”),it being understood that the price of the BH Shares for the payment of the Earn-Outs shall be based on the volume-weighted average price (VWAP) of the Nasdaq-listed shares, calculated over the 15 trading days immediately preceding the payment of the relevant Earn-Out in accord- ance with Paragraph 3.3.
3.3.2 The Parties acknowledge and agree that:
(a) the Play-Off Earn Out shall be paid within 30 Business Days from the date of the last match played by the Club in the play-offs for the promo- tion to Serie A at the end of the football season 2024/2025; and
(b) the Serie A Earn Out shall be paid within 30 Business Days from the date of the issuance to the Club of the national license to participate in the Serie A for the football season 2025/2026.
3.3.3 The Seller acknowledges that the Earn-Outs are only a possible and subordinate consideration and, therefore, the Purchaser will be required to pay each Earn- Out only if the corresponding indicated condition occurs.
Earn-Outs. (a) The parties hereto acknowledge and agree that (i) the Company may, in the future, owe Earn-Outs to the applicable third parties identified on Schedule EO (each, an “Earn-Out Seller”) pursuant to written agreements with the Earn-Out Sellers which agreements are identified on Schedule 3.13(a)(vii) (each, an “Earn-Out Agreement”) and (ii) except as otherwise expressly set forth in Section 6.16(d), the Earn-Outs, if and when due, shall be satisfied in full from the Earn-Out Escrow Account.
(b) As promptly as reasonably practical, but in any event at least fifteen (15) Business Days before the date (the “Earn-Out Due Date”) that the Company is required to provide its calculation of the Earn-Out payment (each such payment, an “Earn-Out Payment”) to the applicable Earn-Out Seller, the Purchaser shall provide to or make available to the Seller Representative all of the books, records and other documents (including work papers) within the possession of the Parent or its Subsidiaries necessary for Seller Representative or his agents to calculate the Earn-Out Payment. Except to the extent that disclosure is required by the applicable Earn-Out Agreement, all such books, records and other documents (including work papers) shall be treated as Confidential Information pursuant to Section 6.8. At least five (5) Business Days before the Earn-Out Due Date, the Seller Representative shall provide to the Purchaser its calculation of the applicable Earn-Out Payment (the “Earn-Out Calculation”) accompanied by information sufficient to support the calculation of such Earn-Out Payment, which shall not show an Earn-Out Payment that is greater than the maximum amount that can be owed at that time to the applicable Earn-Out Seller pursuant to the applicable Earn-Out Agreement. No later than the Earn-Out Due Date, the Seller Representative shall provide to the applicable Earn-Out Seller its calculation of the applicable Earn-Out Payment accompanied by information required to be provided pursuant to the applicable Earn-Out Agreement. The Seller Representative and the applicable Earn-Out Seller shall then proceed to determine the amount of such Earn-Out Payment pursuant to the procedures set forth the applicable Earn-Out Agreement.
(c) Subject to Section 6.16(d) and Section 6.16(e), upon the Earn-Out Seller and the Seller Representative agreeing in writing in a form reasonably acceptable to the Purchaser that the Earn-Out Calculation accurately reflects the Earn-Out Payment require...
Earn-Outs. 7.3.1 Section 1.1 (Defined Terms) shall be amended to add the following definition in its correct alphabetical order Earn-Out Obligations: all obligations of any Loan Party consisting of earn-outs related to the performance of an entity, or a division or line of business, acquired in connection with a Permitted Acquisition; provided, that such obligations shall be calculated in accordance with GAAP.
Earn-Outs. Following the Closing, the Company shall promptly (but in any event within thirty (30) days), upon receipt of written notice from the Buyer, reimburse the Buyer for any amounts paid by or on behalf of a Sold Company or Sold Subsidiary to a third party (after receipt of prior written consent by the Company, not to be unreasonably withheld, conditioned or delayed) in respect of any earn-out or other similar arrangement for the deferral of purchase price of any property, services or securities entered into by any Seller Party prior to the Closing that is listed on Section 9.10 of the Disclosure Letter.
Earn-Outs. In consideration of the Former Shareholders' right to receive the First Earn-out payable for the fiscal year ended December 31, 2000 (as defined in the Previous Merger Agreement), the Former Shareholder's shall receive aggregate consideration equal to $100,000. In consideration of the Former Shareholders' right to receive the Second Earn-Out (as defined in the Previous Merger Agreement), the Former Shareholder's shall receive aggregate consideration equal to $1,150,000. In satisfaction thereof, Parent shall issue to each Former Shareholder (i) a promissory note (each a "Note") in an outstanding principal amount equal to such Former Shareholder's Prorata Share (as that term is defined in the Previous Merger Agreement) of $625,000 (the "Total Note Balance") in the form attached hereto as Exhibit A and (ii) a number of shares of common stock of Parent (the "Parent Common Stock") equal to each Former Shareholder's Prorata Share of the quotient of (i) Total Note Balance (without giving effect to any offsets pursuant to Section 2 below) divided by (ii) the average of the daily closing prices of the Parent Common Stock as reported on the Nasdaq National Market for the twenty (20) day trading period ending on November 29, 2000 (the "Parent Stock Price").