Earnout Payment. The Escrow Property shall be held in the Escrow Account and, subject to this ARTICLE III and ARTICLE X, will be released to the Seller (along with the Accrued Dividends) in the event that the Company and its respective Subsidiaries meet certain minimum performance requirements in accordance with this ARTICLE III. Collectively, any payments contemplated under this Section 3.4 shall be referred to as the “Earnout Payment”.
Earnout Payment. As additional consideration for the transfers contemplated herein, within thirty (30) days following the end of the Earnout Period, Purchaser shall deliver to Sellers a statement setting forth the Average Earnout Period Index and the Earnout Amount (the “Earnout Statement”), in each case determined in a manner consistent and in accordance with this Agreement. Within two (2) Business Days after the later of (x) the delivery of the Earnout Statement and (y) notice from Sellers to Purchaser of the account(s) into which the Earnout Amount is to be deposited, Purchaser shall pay Sellers, the Earnout Amount, if any, by wire transfer in immediately available funds in U.S. dollars into such account(s). For the avoidance of doubt, if the Average Earnout Period Index is less than the Index Floor, no payment shall be made by Purchaser to Sellers pursuant to this Article III.
Earnout Payment. As promptly as practicable after the end of the Earnout Period, but in no event later than forty-five (45) calendar days following December 31, 2005, Parent shall provide either Shareholders’ Agent with a report, setting forth the Net Revenue for the Earnout Period and the form of consideration of the Third Payment as elected by Parent pursuant to Section 2.5(a)(iii) above (the “Earnout Report”). If an Earnout Dispute Notice is not delivered pursuant to Section 3.2(c) below, then in no event later than ten (10) Business Days following the expiration of the Earnout Dispute Period, Parent shall pay or cause to be paid the Earnout Amount in accordance with the terms of this Agreement. If, at any time prior to the expiration of the Earnout Dispute Period, the Shareholders’ Agents jointly notify Parent in writing that they agree with all of the information and calculations set forth by Parent in the Earnout Report and irrevocably agrees on behalf of the Holders that the Shareholders’ Agents and the Holders will not dispute any information set forth by Parent in the Earnout Report (the “Shareholders’ Agents’ Notice”), then Parent shall pay or cause to be paid the Earnout Amount in accordance with the terms of this Agreement, within ten (10) Business Days following the date of receipt of the Shareholders’ Agents’ Notice.
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.
Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”).
Earnout Payment. Within thirty (30) days following the later of (i) an Earnout Calculation Date or (ii) the date Buyer receives its investment advisory fee from the Fund for the first three (3) years following the Closing Date, Buyer shall pay to Seller (or its designees) by wire transfer of immediately available funds to one or more accounts to be designated in writing by Seller, an amount equal to 0.40% of AUM attributable to the Closing Date Fund Investors to the extent that such Closing Date Fund Investors remain investors in the Fund or any other series of shares of the Trust as of the applicable anniversary date (the “Earnout Payment”).
Earnout Payment and “Earnout Payments” shall have the respective meanings set forth in Section 2.1 hereof.
Earnout Payment. As additional consideration for the Company Shares, the Buyer shall make additional payments to the Sellers (allocated to each Seller in the manner set forth in Section 2.2(c) above) with respect to (i) the fifteen-month period ending September 30, 2001 (the "2001 Earnout Payment"); (ii) the fiscal year ending September 30, 2002 (the "2002 Earnout Payment"); and (iii) the fiscal year ending September 30, 2003 (the "2003 Earnout Payment"), as follows:
Earnout Payment. In addition to the consideration payable to Sellers and the other Holders (as the case may be) pursuant to Sections 2.2, 2.3 and Section 2.5 hereof, Buyer shall pay to the Holders an amount in cash equal to the Earnout Amount for the corresponding Earnout Period allocated among them in accordance with their respective Holder Pro Rata Percentages set forth in Schedule I, or as Sellers’ Representative may otherwise direct in writing. Schedule 2.6(a) sets forth sample calculations of the Earnout Amounts for illustrative purposes only.
Earnout Payment. In connection with the delivery of the Earnout Payment Calculation, Buyer shall pay to each Company Holder such holder’s Earnout Pro-Rata Portion of the Earnout Payment based on the Earnout Payment Calculation. Within 15 calendar days after the determination of the Earnout Payment in accordance with this Section 2.7(g) (including resolution of any dispute), Buyer shall pay to each Company Holder such holder’s Earnout Pro-Rata Portion of any additional payment due to Company Holders in an amount equal to the amount by which the final Earnout Payment exceeds the Earnout Payment paid in connection with the Earnout Payment Calculation. Any payment hereunder shall be paid in the form of (i) immediately available funds, (ii) whole shares of Parent Common Stock or (iii) any combination thereof, with such payments being made to the accounts of or, in the case of shares of Parent Common Stock, issued to the account of each Company Holder as designated to Buyer in writing by the Stockholder Representative; provided, however, (x) no less than 5% of all Earnout Payments shall be paid in cash and (y) Buyer may not pay any shares of Parent Common Stock to a Company Holder if (1) such shares of Parent Common Stock are not, if and when issued in connection with the transactions contemplated by this Agreement, duly authorized, fully paid, nonassessable and freely tradable under all federal and state securities laws, including the Securities Act, and otherwise transferable without restriction, (2) Parent is not listed for trading on the Exchange at the time of payment or is subject to any restriction, supervision, halt of trading or similar impediment to trading from the Exchange or any Governmental or Regulatory Authority, (3) the average daily volume of trading of Parent Common Stock for the 30 Trading Day period ending on the penultimate Trading Day prior to the date on which Buyer is required to make payment hereunder is not more than 25% less than the volume of trading for the 30 Trading Day period ending on the last Trading Day prior to the Effective Date of this Agreement, (4) the weighted average of the selling prices on the Nasdaq National Market or the New York Stock Exchange (the “Exchange” ) as reported in The Wall Street Journal, (or if not reported therein, any other authoritative source) of one share of Parent Common stock during the 30 Trading Day period ending on the penultimate Trading Day prior to the date on which Buyer is required to make payment hereun...