Earnout Payments. (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:
Earnout Payments. (a) Subject to Section 11.8, Seller shall be entitled to receive up to three earnout payments (each such payment an “Earnout Payment” and all such payments collectively, the “Earnout Payments”) based upon the actual Adjusted GAAP Revenue recognized by the Company and its Subsidiaries with respect to each of the following twelve-month periods (each, an “Earnout Period”): (i) the twelve-month period commencing on the first calendar day of the first calendar month immediately after the Closing Date (the “First Earnout Period”), (ii) the twelve-month period immediately following the First Earnout Period (the “Second Earnout Period”), and (iii) the twelve-month period immediately following the Second Earnout Period (the “Third Earnout Period”). The Earnout Payment for each Earnout Period, if any, shall be an amount equal to the product of (a) an amount equal to (i) the amount of Adjusted GAAP Revenue recognized by the Company and its Subsidiaries with respect to such Earnout Period minus (ii) the applicable Minimum Revenue Threshold multiplied by (b) fifty percent (50%); provided, however, if the foregoing calculation for any Earnout Period results in an amount less than zero, the Earnout Payment for such Earnout Period shall be deemed to be zero. The aggregate amount of all such Earnout Payments shall be referred to in this Agreement as the “Earnout Amount.” Notwithstanding anything to the contrary herein, (a) in no event will the Earnout Amount exceed an amount equal to $22,500,000 in the aggregate, and (b) any Earnout Payment that would otherwise result in the Earnout Amount being greater than $22,500,000 in the aggregate shall be reduced to an amount that results in a total Earnout Amount of $22,500,000 in the aggregate. The Earnout Payment for each Earnout Period, if any, shall be paid no later than 60 days after the end of such Earnout Period. Each Earnout Payment shall be accompanied by a report (each, an “Earnout Report”) showing, in reasonable detail, the calculation of the Earnout Payment for such Earnout Period (for the avoidance of doubt, even if the amount of an Earnout Payment for a particular Earnout Period is zero, Buyer shall deliver an Earnout Report for such Earnout Period to Seller).
Earnout Payments. 1.10.(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. (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. 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. 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.
Earnout Payments. (a) Upon the terms and subject to the condition of this Section 2.3, subject to Section 5.7(i), for each full fiscal quarter of Purchaser (each, an “Earnout Period”) during the five-year period commencing at the end of the first full fiscal quarter of Purchaser following the Closing Date and ending on the five-year anniversary of such date, Purchaser shall pay or cause to be paid to Seller (and/or one or more of its Subsidiaries or Affiliates designated by Seller) the Earnout Amount for such Earnout Period as additional consideration for the Purchased Assets and the Business. The Earnout Amount, if any, due to Seller for each Earnout Period shall be paid by Purchaser (or one of its Affiliates) by wire transfer of immediately available funds to an account designated by Seller no later than 60 calendar days following the final day of such Earnout Period.
Earnout Payments. As additional consideration for the purchase of Stock, at such times as provided in Section 1.4, Buyer shall pay to Seller with respect to each Calculation Period an amount, if any (each, an “Earnout Payment”), equal to (i) $100,000 if Company Gross Profit for such Calculation Period exceeds $1,964,678 but is less than $2,500,000, or (ii) $200,000 if Company Gross Profit for such Calculation Period is equal to or exceeds $2,500,000 but is less than $3,000,000, or (iii) $300,000 if Company Gross Profit for such Calculation Period is equal to or exceeds $3,000,000; provided that in no event shall Buyer be obligated to pay Seller more than the $300,000 in the aggregate for all Calculation Periods. If the Company Gross Profit for a particular Calculation Period does not exceed $1,964,678, no Earnout Payment shall be due for such Calculation Period.
Earnout Payments. In addition to the Total Closing Cash and the Deferred Cash Payment, Capricorn Sub shall pay to Seller contingent payments, if any, as follows:
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.
