Earnout Consideration Sample Clauses
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Earnout Consideration. (a) In addition to the Initial Purchase Price, Seller shall be entitled to receive additional consideration for the Purchased Assets (the “Earnout Consideration”) in an amount to be determined in accordance with the terms of Section 3.2(b) and contingent upon the financial performance of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date.
(b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchase...
Earnout Consideration. (a) If the EBITDA attributable to the Business during the period beginning on the first day of the first calendar month following the Closing Date and ending on the date six months thereafter (the "Earnout Period") equals or exceeds $600,000, then Purchaser shall, at the Purchaser's option, either (i) pay $500,000 in cash to the Shareholders, on a pro rata basis or (ii) issue to the Shareholders, on a pro rata basis, certificates representing the number of shares of Purchaser Common Stock determined by dividing $500,000 by the greater of (A) the average NASDAQ closing price of Purchaser Common Stock for the 10 business days ending immediately prior to the end of the Earnout Period and (B) $2.75 (the amounts payable to the Shareholders pursuant to this Section 3.2(a), the "Initial Earnout Consideration"). For each $1.00 of the EBITDA attributable to the Business during the Earnout Period in excess of $600,000, the Purchaser shall, at the Purchaser's option, either (i) pay to the Shareholders, on a pro rata basis, cash in an amount equal to 30% of such excess, or, (ii) issue to the Shareholders, on a pro rata basis, certificates representing the number of shares of Purchaser Common Stock determined by dividing 30% of such excess by the greater of (x) the average NASDAQ closing price of Purchaser Common Stock for the 10 business days ending immediately prior to the end of the Earnout Period and (y) $2.75, (the amounts payable to the Shareholders pursuant to this Section 3.2(b), the "Additional Earnout Consideration" and together with the Initial Earnout Consideration, the "Earnout Consideration"); provided, however, that in no event shall the value of the Additional Earnout Consideration exceed $200,000 (determined in accordance with clause (ii) above). As used herein the term "EBITDA" means net income as determined in accordance with GAAP applied in a manner consistent with the application of those principles in the Interim Balance Sheet (i) less any applicable interest income and plus any applicable interest expense and (ii) plus the any income tax expenses and less any income tax credits and (iii) plus any applicable depreciation and amortization expense.
Earnout Consideration. In addition to the Closing Purchase Price, if the earnout performance milestones (each an "Earnout Milestone" and collectively the "Earnout Milestones") set forth below in Section 1.6(b) are satisfied, Seller shall receive, subject to the terms and conditions of this Agreement, additional consideration (the "Earnout Consideration") as set forth below in Section 1.6(b). Notwithstanding anything to the contrary in this Agreement, Buyer shall have a right to offset against the Earnout Consideration in order to secure Seller's indemnification obligations under ARTICLE VI.
Earnout Consideration. 4.1 Earnout Consideration, (a) If one of the financial performance levels provided in Section 4.1(b)(i), (ii) or (iii) is achieved, OHM shall make certain payments (the "Earnout Consideration") to the Executive and the other Shareholders as provided therein.
Earnout Consideration. Seller shall be entitled to receive earnout payments from Purchaser to the extent earned in accordance with the terms of Exhibit A attached to this Agreement.
Earnout Consideration. (a) For the period beginning on the first day of the first quarter beginning immediately following the Closing Date and ending on the date that is thirty-six (36) months thereafter (the “Earnout Period”), Sellers shall be entitled to annual earnout payments (the “Earnout Payments”) as and to the extent provided for herein; the portion of the Earnout Payments attributable to each Seller shall be as set forth on Section 2.06(a) of the Company Disclosure Schedules (the portion attributable to each Seller, such Seller’s “Earnout Pro Rata Portion”). Any Earnout Payments due hereunder shall be made no later than ninety (90) calendar days following the end of the applicable annual twelve (12) month period (the “Annual Earnout Payment Period”) to which such Earnout Payment relates. Notwithstanding the foregoing, any Earnout Payments otherwise due and payable hereunder shall be subject to the deductions and offsets in accordance with Section 2.05(f)(2) and Section 9.04.
(b) Subject to Section 2.06(a), the aggregate payment in respect of any Annual Earnout Payment Period shall be equal to the number of TFI Shares with an aggregate Value Per Share (calculated as of the last day of the applicable Annual Earnout Payment Period) equal to the difference between:
(1) The Annual EBITDA Calculation Amount for such Annual Earnout Payment Period; and
(2) The greatest prior Annual EBITDA Calculation Amount.
(c) In no event will the number of TFI Shares issued to Sellers as Earnout Payments exceed 2,000,000 TFI Shares in the aggregate, as adjusted for splits, stock dividends and recapitalizations, before taking into account any deductions or offsets pursuant Section 2.05(f)(2) and Section 9.04.
(d) With payment of each Earnout Payment during the Earnout Period, Buyer shall deliver to the Seller Representatives a statement (an “Earnout Statement”) that sets forth in reasonable detail its determination of the amount of the Earnout Payment. The amount of Adjusted Annual EBITDA shall be (i) determined by Buyer from books and records maintained for the Company by Tiptree and (ii) calculated in accordance with the definition of Adjusted Annual EBITDA and the Accounting Policies. Any dispute regarding any Earnout Statement or the amount of any Earnout Payment or the total of the Earnout Payments shall be resolved in accordance with the procedures set forth below. In connection with each Earnout Statement, the Company’s chief financial officer shall deliver a certificate substantially ...
Earnout Consideration. If the Surviving Company achieves the revenue targets as set forth and as calculated pursuant to Schedule 1.13(a) (the “Earnout Calculation Schedule”) at any time during the period starting on the earlier of the Closing Date or July 1, 2010 through January 1, 2012 (the “Earnout Period”), then as soon as reasonably practicable following the Final Determination thereof (but in no event prior to July 3, 2011) as provided in this Section 1.13, for the applicable Earnout Period, Parent shall deposit (by wire transfer of immediately available funds) with the Exchange Agent an amount equal to the aggregate amount of the Securityholder’s allocable portion of the amount of cash set forth on the Earnout Calculation Schedule. The Exchange Agent shall distribute such amount of cash to those Securityholders that have properly completed a Letter of Transmittal, if applicable, in accordance with the allocations set forth in the Spreadsheet. Parent shall also issue (or cause to be issued and distributed by the Exchange Agent), Parent Common Stock to those Securityholders entitled to the same as set forth on the Spreadsheet in accordance with the allocations set forth in the Spreadsheet (based on each Securityholder’s Stock Election Percentage and Cash Election Percentage, if applicable, and calculated in accordance with Section 1.13(b)(viii)) (such cash and Parent Common Stock collectively, the “Earnout Consideration”).
Earnout Consideration. (a) From and after the Closing, at such times as provided in Exhibit G, Buyer shall (i) pay, or cause to be paid, to Sellers, cash by wire transfer of immediately available funds and/or (ii) direct Parent to issue, or cause to be issued, shares of DMS Class A Common Stock, to Sellers, in each case, as set forth in, and on and subject to the terms, conditions, contingencies, procedures and definitions set forth in, Exhibit G attached hereto (such cash or shares, collectively, the “Earnout Consideration”).
(b) The Parties acknowledge, understand and agree that (i) the contingent right to receive any portion of the Earnout Consideration shall not be represented by any form of certificate or other instrument and such right is not transferable, except by operation of law, and does not solely constitute an equity or ownership interest in Parent, Buyer or any of their Affiliates, (ii) no Seller shall have any rights as a holder of the securities of Parent, Buyer or any of their Affiliates solely as a result of such Seller’s contingent right to receive any portion of the Earnout Consideration under this Section 2.6 and (iii) no interest shall be payable with respect to any portion of the Earnout Consideration.
(c) Notwithstanding anything to the contrary contained herein, in the event a Parent Change in Control occurs during any applicable period for the payment of Earnout Consideration as set forth and in accordance with Exhibit G, then any and all amounts contemplated to be payable as Earnout Consideration pursuant to this Section 2.6 and Exhibit G shall automatically accelerate and be payable in full (for the avoidance of doubt, to the extent not previously paid or finally determined not to be payable in accordance herewith or with Exhibit G).
(d) For the avoidance of doubt, the Parties acknowledge and agree that, from and after the Closing, Buyer shall have sole control with regard to operational matters relating to the operation of the Business and use of the Purchased Assets (from and after the Closing); provided that Buyer shall not take any action in bad faith for the purpose of avoiding or reducing any payment or issuance of the Earnout Consideration; provided, further, notwithstanding the foregoing, from and after the Closing, until the expiration of the periods applicable to the payment of the Earnout Consideration in accordance with Exhibit G, (i) Parent or Buyer shall not take action, directly or indirectly, which has the cause to delay, minimize or p...
Earnout Consideration. Subject to the terms and conditions of this Agreement, in addition to the Closing Purchase Price, Seller shall receive additional consideration (the "Earnout Consideration") as set forth below:
Earnout Consideration. “Earnout Consideration” shall mean a number of Acquirer Shares equal to the Earnout Amount divided by the Acquirer Stock Price, rounded to the nearest whole share; provided, however, if the calculation would result in the issuance of a total number of Acquirer Shares issued pursuant to this Agreement in excess of the Acquirer Share Maximum, then the Earnout Consideration instead will be paid out in Acquirer Shares only up to the Acquirer Share Maximum, after which any remaining Earnout Amount will be paid out in cash. The Earnout Amount shall be calculated as provided in Section 1.16 hereof. The Earnout Consideration shall be distributed to the shareholders of the Company in accordance with the provisions of the articles of incorporation and bylaws of the Company.