EARNOUT CONSIDERATION PAYMENT Sample Clauses

EARNOUT CONSIDERATION PAYMENT. As soon as practicable following the Earnout Payment Date but in any event within three (3) Business Days of such date, Parent shall deliver to the Exchange Agent the Earned Earnout Amount (as defined in SECTION 8.1), if any, which shall be distributed as follows: (1) Each holder of Company Capital Stock that was issued and outstanding (including Company Capital Stock deemed to have been delivered pursuant to SECTION 1.6(d)(ii) or SECTION 1.6(e) hereof) immediately prior to the Effective Time shall, subject to the terms of the agreements referenced in SECTION 5.15 hereof, be entitled to receive a cash amount equal to: (A) the number of shares of Company Common Stock owned by such holder (or deemed to be owned pursuant to SECTION 1.6(d)(ii) hereof) immediately prior to the Effective Time (including shares of Company Common Stock issuable upon conversion of Company Preferred Stock owned by such holder (or deemed to be owned pursuant to SECTION 1.6(e) hereof) immediately prior to the Effective Time) divided by (B) the Total Outstanding Shares multiplied by (C) the Final Earnout Amount. (2) Notwithstanding anything in this SECTION 1.6(b)(II) to the contrary, in no event shall Parent be obligated to distribute in the aggregate cash in excess of the Earnout Consideration.