Earnout Payments Clause Samples

Earnout Payments. (a) The Merger Consideration shall include, if earned, up to two additional payments (each, an “Earnout Payment”, and collectively, the “Earnout Payments”) based upon the Surviving Corporation’s Adjusted Earnings as follows:

Earnout Payments. The Company shall, and shall cause the Companies and their respective Affiliates to, comply with the terms and conditions of Section 1.7 of the Dakota Merger Agreement. The Company will act in good faith and not intentionally interfere or influence or otherwise take any action not in the ordinary course of business in such a way as to prevent or delay the payment of the Dakota Earnout, or cause such payment to be greater than the amount that would otherwise have been payable pursuant to Dakota Merger Agreement had the Company not taken such action. The Company hereby acknowledges its assumption of all of the obligations of Envoy relating to earnout payments under the CPS Merger Agreement.

Earnout Payments. (a) The Seller shall be entitled to, and shall, earn each of the Year-One Earnout Consideration and the Year-Two Earnout Consideration as and to the extent provided in this Section 2.5. (b) Within sixty (60) days after the expiry of each Earnout Period, the Buyer shall provide the Seller with written notice (the “Earnout Notice”) of the Buyer’s reasonably detailed computation of the EBITDA during such Earnout Period (the “Earnout EBITDA”), the Earnout Consideration calculated therefrom. If the Buyer shall fail to timely provide an Earnout Notice, then the Earnout EBITDA shall be finally and conclusively deemed to equal 100% of the Earnout Target for such Earnout Period. (c) Upon the receipt by the Seller of an Earnout Notice, the Seller shall have a period of thirty (30) days to review the Earnout Notice and may have the same verified by independent accountants and other Representatives selected by him. The Seller and his Representatives shall be entitled to perform all reasonable procedures (including review of all records of the Buyer and the Company supporting such calculations and other materials as they may reasonably request) and to take any other reasonable steps that the Seller and his Representatives deem appropriate to confirm that the amount of the Earnout EBITDA for the applicable Earnout Period set forth in the Earnout Notice has been prepared in accordance with the terms of this Agreement. If the Seller shall have any objections to the calculation of the Earnout EBITDA set forth in the Earnout Notice, the Seller shall deliver to the Buyer, within thirty (30) days from his receipt of the Earnout Notice (the “Earnout Objection Period”), a written statement (the “Earnout Objection Notice”) setting forth the component or components of the Earnout Notice that are in dispute, the basis of such dispute and, if known, the amount proposed as an adjustment. The failure of the Seller to deliver an Earnout Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by the Seller of the Earnout EBITDA and the amount of Earnout Consideration set forth in the Earnout Notice whereupon such amounts shall be final, binding and conclusive for all purposes hereunder. Notwithstanding anything to the contrary contained in this Section 2.5, in the event any information reasonably requested by the Seller under this Section 2.5(c) has not been provided to the Seller promptly following the Seller’s request thereof and within...

Earnout Payments. Make or permit any of its Subsidiaries to make any cash payment in respect of any earnout or other similar obligation, including the Earnout Amount and the Additional Consideration (each as defined in the Future Ads Acquisition Agreement) and the Earnout Amount (as defined in the DeepIntent Acquisition Agreement), under any acquisition agreements (including the Future Ads Acquisition Agreement and the DeepIntent Acquisition Agreement) without the prior written consent of the Required Lenders other than: (i) the Future Ads Deferred Consideration to the extent such amount is paid on or before the date that is 10 Business Days after the Effective Date; (ii) cash payments not to exceed $1,000,000 in any Fiscal Year and $5,000,000 during the term of this Agreement in respect of any earnout or other similar obligation payable under the Future Ads Acquisition Agreement, each payment of which may be paid after (but no later than 10 Business Days after) the date on which the Agents have received the audited annual financial statements deliverable pursuant to Section 7.01(a)(iii) so long as (A) no Default or Event of Default has occurred and is continuing at the time such payment is proposed to be made or would result from the making of such payment and (B) the Consolidated Adjusted EBITDA of the Parent and its Subsidiaries for the Fiscal Year with respect to which such annual financial statements have been delivered shall not be less than $45,000,000; (iii) cash payments not to exceed $1,000,000 in any Fiscal Year and $3,000,000 during the term of this Agreement in respect of any earnout or other similar obligation payable under the DeepIntent Acquisition Agreement so long as (A) no Default or Event of Default has occurred and is continuing at the time such payment is proposed to be made or would result from the making of such payment and (B) the Borrowers have Qualified Cash of not less than $1,500,000 after giving effect to such payment; or (iv) unless (A) such payment is funded solely with proceeds from the issuance of Qualified Equity Interests of the Parent (or capital contributions to the Parent), which Equity Issuance or capital contribution is designated, pursuant to a certificate of an Authorized Officer of the Parent delivered to the Agents at the time such proceeds are received by the Parent, as either (1) being issued (or made) for the purpose of funding strategic acquisitions of the Parent and its Subsidiaries (including the payment of earnouts and oth...

Earnout Payments. Subject to paragraph 1(c) below, Earnout Recipients shall receive their pro rata portion of the applicable 2013 Contingent Deferred Payment, if any, subject to paragraph 1(a)(i) below, and the applicable 2014 Contingent Deferred Payment Per Share, if any, subject to paragraph 1(a)(ii) below. (i) If the stand-alone operations of the AdoTube Business Unit results in a Gross Revenue equal to or greater than $28,000,000 (the “FY2012 Target”) for the fiscal year ending on December 31, 2012 (the “First Earnout Period”), the Acquirer shall pay each Earnout Recipient their pro rata portion of the 2013 Contingent Deferred Payment; provided, however, that if the Gross Revenue of the AdoTube Business Unit is less than the FY2012 Target but greater than 75% of FY2012 Target, the Acquirer shall pay each Earnout Recipient their pro rata portion of a percentage of the 2013 Contingent Deferred Payment equal to the applicable percentage set forth in the table below. (ii) If the stand-alone operations of the AdoTube Business Unit results in a Gross Revenue equal to or greater than $40,000,000 (the “FY2013 Target”) for the fiscal year ending on December 31, 2013 (the “Second Earnout Period”), the Acquirer shall pay each Earnout Recipient their pro rata portion of the 2014 Contingent Deferred Payment; provided, however, that if the Gross Revenue of the AdoTube Business Unit is less than the FY2013 Target but greater than 75% of FY2013 Target, the Acquirer shall pay each Earnout Recipient their pro rata portion of a percentage of the 2014 Contingent Deferred Payment equal to the applicable percentage set forth in the table above.

Earnout Payments. (a) Subject to the Selling Securityholder, or such substitute Person pursuant to Section 1.16(c), having executed and delivered to Parent (i) an Accredited Investor Certification in the form of Exhibit G, (ii) a Registration Rights Agreement in the form of Exhibit H and (iii) a Lock-Up Agreement in the form of Exhibit I, and the terms and conditions set forth in this Section 1.16, each Selling Securityholder shall be entitled to receive the following payments (the “Earnout Payments”), as additional consideration in respect of all of the shares of the Company Common Stock such Selling Securityholder holds: (i) Upon the 2021 Milestone Payment Date, such Selling Securityholder’s Allocated Portion of the 2021 Milestone Payment, as finally determined pursuant to Section 1.16(h); (ii) Upon the 2022 Milestone Payment Date, such Selling Securityholder’s Allocated Portion of the 2022 Milestone Payment, as finally determined pursuant to Section 1.16(h); and (iii) Upon the 2023 Milestone Payment Date, such Selling Securityholder’s Allocated Portion of the 2023 Milestone Payment, as finally determined pursuant to Section 1.16(h). Notwithstanding anything herein to the contrary, the 2021 Milestone Payment, the 2022 Milestone Payment and the 2023 Milestone Payment shall not be due and earned unless the Surviving Corporation has achieved the Milestone Payment Threshold for the 2021 Fiscal Year, the 2022 Fiscal Year, or the 2023 Fiscal Year, as applicable. (b) If any Earnout Payment is payable pursuant to Section 1.16(a), subject to such Selling Securityholder having provided Parent with an executed Accredited Investor Certification and Lock-Up Agreement , Parent shall promptly, and in no event later than ten (10) Business Days following the 2021 Milestone Payment Date, the 2022 Milestone Payment Date or the 2023 Milestone Payment Date, as applicable, cause the Paying Agent to distribute to the Selling Securityholders certificates, or if Parent Common Stock is not then evidenced by certificates, such other documentation as the Paying Agent provides to other holders of Parent Common Stock (each, a “Certificate”) representing shares of Parent’s common stock, par value $0.0001 (the “Parent Common Stock”) equal to such holder’s aggregate Allocated Portion thereof, with each Selling Securityholder entitled to receive such Selling Securityholder’s Allocated Portion of such amount. (c) If Certificates are to be issued in a name other than as set forth in the Closing Payment Cert...

Earnout Payments. (a) For the period beginning on the Closing Date and lasting until the eighteen month anniversary of the Closing Date (the “Earnout Period”), Buyer shall pay to the Seller, at the end of each fiscal quarter, in accordance with this Section 2.07, an amount (each an “Earnout Payment” and together the “Earnout Payments”) calculated by multiplying the Total ClearStory Revenues for such period by 30%. Notwithstanding anything herein to the contrary, as relates to the first $750,000 in accrued Earnout Payments (“Initial Earnout Payment”), such Initial Earnout Payment shall be held-back by Buyer and shall not be paid until twelve months after the Closing Date (“Initial Earnout Due Date”); provided, however, that Buyer shall have the right to offset against such Initial Earnout Payment any Damages owed by Seller to the Buyer as and to the extent set forth in Article XI. After payment of any such Damages and resolution of any such unresolved claim, any amount of the Initial Earnout Payments remaining owed to the Seller with respect to such claim shall be promptly paid to Seller by the Buyer. For avoidance of doubt, the parties acknowledge and agree that only the Initial Earnout Payment shall be subject to Buyer’s right of offset as aforesaid and nothing in the immediately preceding sentence shall affect the timing of, or Seller’s right to receive, any Earnout Payment other than the Initial Earnout Payment.

Earnout Payments. In connection with the INJ Treasury Strategy (as defined below), the Executives will have the opportunity to earn additional consideration (such consideration, if any, the “Earnout Payments”) based on the achievement of certain milestones in accordance with the terms and calculations set forth on this Section 5.

Earnout Payments. (a) The First Earnout Amount shall only become due and payable to the CA Company Sellers if both of the following conditions are met with respect to the First Earnout Period (the “First Earnout Trigger”): (i) Product Revenue is at least $7.9 million; and (ii) Net New Subscriptions is at least 10,875. (b) The Second Earnout Amount shall only become due and payable to the CA Company Sellers if both of the following conditions are met with respect to the Second Earnout Period (the “Second Earnout Trigger”): (i) Product Revenue is at least $11.9 million; and (ii) Net New Subscriptions is at least 13,100. (c) The Third Earnout Amount shall only become due and payable to the CA Company Sellers if both of the following conditions are met with respect to the Third Earnout Period (the “Third Earnout Trigger”): (i) Product Revenue is at least $16.8 million; and (ii) Net New Subscriptions is at least 16,602. (d) Subject to Section 2.6 and Section 2.7, within 30 days following the date on which Purchaser’s delivery of the Earnout Notice for the First Earnout Period is due under Section 2.5(g), if the First Earnout Trigger has been met, Purchaser shall pay the First Earnout Amount by issuing to each CA Company Seller a number of shares of Purchaser Common Stock equal to such CA Company Seller’s Proportionate Interest multiplied by the First Earnout Amount, divided by the Per Share Price. The number of shares issued to each CA Company Seller pursuant to this Section 2.5(d) shall be rounded down to the nearest whole share. (e) Subject to Section 2.6 and Section 2.7, within 30 days following the date on which Purchaser’s delivery of the Earnout Notice for the Second Earnout Period is due under Section 2.5(g), if the Second Earnout Trigger has been met, Purchaser shall pay the Second Earnout Amount by issuing to each CA Company Seller a number of shares of Purchaser Common Stock equal to such CA Company Seller’s Proportionate Interest multiplied by the Second Earnout Amount, divided by the Per Share Price. The number of shares issued to each CA Company Seller pursuant to this Section 2.5(e) shall be rounded down to the nearest whole share. (f) Subject to Section 2.6 and Section 2.7, within 30 days following the date on which Purchaser’s delivery of the Earnout Notice for the Third Earnout Period is due under Section 2.5(g), if the Third Earnout Trigger has been met, Purchaser shall pay the Third Earnout Amount by issuing to each CA Company Seller a number of shares of Purc...