Earnout Cap Clause Samples
An Earnout Cap is a contractual provision that sets a maximum limit on the total amount that can be paid to a seller under an earnout arrangement in a business acquisition. This cap ensures that, regardless of how well the acquired business performs post-closing, the buyer's financial obligation for earnout payments cannot exceed a predetermined ceiling. For example, if the earnout is based on future revenue or profit targets, the cap prevents the seller from receiving more than the agreed maximum, even if those targets are significantly surpassed. The core function of the Earnout Cap is to provide financial certainty and limit the buyer's exposure to potentially unlimited earnout liabilities.
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Earnout Cap. Notwithstanding anything to the contrary in this Section 3, in no event whatsoever shall the aggregate amount of the Installment Payments paid to the Shareholder from PainCare in cash, in PainCare Shares or any other form of consideration exceed Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000).
Earnout Cap. For the avoidance of doubt, the Earnout Milestone (or a Change of Control as described below in Section 3.7(d), if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 5,000,000 Earnout Shares in the aggregate (subject to adjustment as set forth in Section 3.7(e)).
Earnout Cap. Notwithstanding any provision otherwise, in no event will the aggregate Earnout Amounts theretofore paid (including such amounts that would have been paid but for Buyer’s exercise of its offset rights) exceed the Earnout Cap. Therefore, and for the avoidance of doubt, if a payment that otherwise would be required to be made pursuant to this Section 3.7 would result in the aggregate Earnout Amounts theretofore paid (including such amounts that would have been paid but for Buyer’s exercise of its offset rights) exceeding the Earnout Cap, then such payment shall be reduced such that such payment plus the aggregate Earnout Amounts theretofore paid (including such amounts that would have been paid but for Buyer’s exercise of its offset rights) will equal the Earnout Cap. Upon such payment, the Parties’ rights and obligations under this Section 3.7 shall terminate automatically.
Earnout Cap. For the avoidance of doubt, the Company Earnout Holders shall be entitled to earn Earnout Shares upon the occurrence of each Earnout Milestone (or a Change of Control as described below in Section 3.6(c), if applicable) during the Applicable Earnout Period; provided, however, that each Earnout Milestone (or a Change of Control as described below in Section 3.6(c), if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 11,000,000 Earnout Shares in the aggregate (subject to adjustment as set forth in Section 3.6(e)) (the “Earnout Cap”).
Earnout Cap. In no event shall the payments made under this Section 2.5 (exclusive of any interest payable pursuant to Section 2.5(c)) exceed (i) the Target Payment Amount in respect of any individual Earnout Period or (ii) three times the Target Payment Amount in the aggregate.
Earnout Cap. In no event shall the payments made under this Section 1.5 (exclusive of any interest payable pursuant to Section 1.5(f) and inclusive of any amounts payable pursuant to Section 1.5(j)) exceed (i) $320,000,000 in the aggregate, or (ii) $80,000,000 in any Earnout Period (excluding any Catch-Up Payment or any Final Catch-Up Payment that becomes payable in such Earnout Period in respect of a Prior Earnout Period).
Earnout Cap. For the avoidance of doubt, the Company Earnout Holders shall be entitled to earn Earnout Shares upon the occurrence of each Milestone Event (or a Change in Control as described below in Section 3.4(c), if applicable) during the applicable Earnout Period; provided, however, that each Milestone Event (or a Change in Control as described below in Section 3.4(c), if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 22,500,000 Earnout Shares (subject to adjustment as set forth in Section 3.4(f)).
Earnout Cap. In no event shall the payments made under this Section 1.11 exceed $10,000,000 in the aggregate.
Earnout Cap. For the avoidance of doubt, the Revenue Milestones shall only occur once, if at all, no partial release, proportional adjustment, or catch-up release shall apply with respect to the Milestone Shares, and the total number of Consideration Shares issuable pursuant to this Article I shall not exceed Seven Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (7,333,333) Consideration Shares.