Earnout Calculation Sample Clauses

Earnout Calculation. (i) Not later than fifteen (15) days following the date on which the unaudited divisional results for the Company for the fiscal year ending December 31, 2020 are available, GTY shall prepare or caused to be prepared and deliver to the eCivis Holders’ Representative a statement setting forth the 2020 Revenues and EBITDA amounts. GTY shall make available to the eCivis Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.1. Notwithstanding the foregoing provisions of this Section 1.1(a)(i), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the eCivis Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law.
Sample 1
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Earnout Calculation. The earnout consideration ("EARNOUT CONSIDERATION") shall be calculated in accordance with, and subject to the limitations set forth in, EXHIBIT A. As soon as practicable after December 31, 2001, but not later than March 15, 2002, Buyer shall furnish to Seller a schedule setting forth Buyer's calculation of the Earnout Consideration in accordance with EXHIBIT A (the "EARNOUT CALCULATION SCHEDULE"). Buyer shall allow Seller and its representatives timely and full access to all books, records, and work papers of the Companies that Seller may reasonably request to review the Earnout Calculation Schedule. If Seller objects to Buyer's calculation of Earnout Payment as shown on the Earnout Calculation Schedule, then within 30 days after Seller's receipt of such schedule (the "OBJECTION PERIOD"), Seller may object to such calculation by giving a written notice of objection to Buyer specifying in reasonable detail its objections (the "OBJECTION NOTICE") to the Earnout Calculation Schedule. Within 30 days after Buyer's receipt of the Objection Notice, Buyer and Seller shall meet on a date specified by Seller at the offices of Ernst & Young LLP, Amsterdam, Netherlands and attempt in good faith to reasonably resolve any disputes as to the calculation of Earnout Consideration. If Buyer and Seller are unable to resolve any such disputes, Seller may refer the matter to the Accountants for final determination as set forth in Section 2.03(b) provided such referral is made prior to June 30, 2002. If Seller does not deliver the Objection Notice to Buyer within the Objection Period, Seller shall be deemed to agree in all respects with Buyer's calculation of the Earnout Consideration.
Sample 1
Earnout Calculation. 1. As soon as reasonably practicable following the due date for Parent’s release of earnings for fiscal year 2014 or 2015, as applicable, but no later than three (3) Business Days after such release, Parent shall provide the Representative its calculation of the 2014 Earnout Amount or 2015 Earnout Amount, as applicable, including the Combined MIS Revenue for the applicable fiscal year and information and data reflecting and demonstrating such revenue.
Sample 1
Earnout Calculation. The Stockholders shall receive an Earnout payment equal to the following percentage of the amounts by which the actual EBITDA of the Company achieved during an applicable Earnout Period (as defined below) exceeds the EBITDA Goal (as set forth in (c) below) applicable to such Earnout Period: Earnout Period #1 -- 57.00 % Earnout Period #2 -- 54.00 % Earnout Period #3 -- 52.48 %
Sample 1
Earnout Calculation. Except with respect to Earnout Payments separately calculated in accordance with Section 4(b)(iii) below, the Earnout Payments shall be based upon the following calculation of the “Earned Amount” during the five-year period beginning January 1, 2010. For those existing products listed on Exhibit H (the “Existing Products,” which term shall also include any product that is essentially the same as an Existing Product listed on Exhibit H but has minor differences from the Existing Product based on form or aesthetics (including, without limitation, differences in color, size, shape or labeling of buttons)), the “Earned Amount” means 50% of the ”Margin” for such Existing Product indicated on such Exhibit H multiplied by the number of such Existing Products sold during the relevant period. For any Newly-Developed Products (as defined below), “Earned Amount” means, for any particular product sold during any particular period of time, the greater of (A) 15% of the direct manufacturing cost of such product (not including, for the avoidance of doubt, any overhead costs) (“Manufacturing Cost”) or (B) 30% of the excess of (x) the dollar amount of sales, net of product returns and bad debt reserve, made by Buyer with respect to such product, over (y) the Manufacturing Cost of such product, with the amount of sales and direct manufacturing cost being calculated in a manner substantially similar to the historical calculation of such items by Seller prior to the Closing. In addition, the bad debt reserve referenced above shall be calculated in accordance with GAAP and Globalstar’s currently existing bad debt reserve policies and procedures. All calculations made by Buyer under this Section 4(b) shall be calculated in good faith by Buyer. Notwithstanding the foregoing, however, the Earned Amount calculation shall not apply to, and Seller shall not be entitled to receive any Earnout Payments for, sales of any product that is either (1) a SPOT 1 or SPOT 2 product or (2) a product that is essentially the same as a SPOT 1 or SPOT 2 product but has minor differences from the SPOT 1 or SPOT 2 product based on form or aesthetics (including, without limitation, differences in color, size, shape or labeling of buttons). For purposes of this Section 4(b)(i), the term “sales,” “sold” or words of similar meaning shall include any transfer of a product to a third party where there is a defined sales price for the product or there is no sales price for the product, but there is a servic...
Sample 1
Earnout Calculation. On or before April 30, 2020, Purchaser shall deliver to the Stockholder a calculation (the “Earnout Calculation”) setting forth the Company Business EBITDA for the twelve-month period ending on December 31, 2019 (the “Measurement Period”), and the School Proforma EBITDA. The Earnout Calculation shall be prepared and calculated in good faith and shall be based upon the books and records of the Company and the Company Subsidiaries.
Sample 1

Related to Earnout Calculation

  • Payment Calculation District shall pay Contractor at a rate of $ per . OR District shall pay Contractor as described in attached Exhibit A

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Interest Calculation Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Overtime Calculation For the purpose of overtime calculation only, approved or scheduled time off work will be considered the same as time worked.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

  • Allocation Schedule No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time and the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b).

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