Earnout Payments Clause Samples

Earnout Payments. (a) The Company Holders shall be entitled to an Earnout Payment with respect to each Earnout Period, payable solely in Earnout Shares, on or before each Earnout Payment Date, if (and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period) is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period; such Earnout Payment to be calculated as follows: (i) if Profit Adjusted Earnout Revenue in an Earnout Period is less than the Minimum Earnout Revenue Target for such Earnout Period, then the Company Holders shall not be entitled to an Earnout Payment with respect to such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period). (ii) if Profit Adjusted Earnout Revenue in an Earnout Period is equal to or greater than the Maximum Earnout Revenue Target for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Earnout Period equal to 100% of the Earnout Shares for such Earnout Period. (iii) if Profit Adjusted Earnout Revenue in an Earnout Period is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period but less than the Maximum Earnout Revenue Target for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period) equal to the product of (x) the number of Earnout Shares for such Earnout Period multiplied by (y) the sum of (i) 0.33 and (ii) the product of 0.67 multiplied by a fraction, the numerator of which is the amount by which Profit Adjusted Earnout Revenue in such Earnout Period exceeds the Minimum Earnout Revenue Target for such Earnout Period and the denominator of which is the Earnout Spread for such Earnout Period. (b) The Company Holders shall be entitled to a catch-up opportunity applicable to the Earnout Payment that the Company Holders may be entitled to receive for the First Earnout Period (if and only to the extent the full amount of Earnout Shares for the First Earnout period were not earned with respect to the First Earnout Period in accordance with Section 2.3(a)), which catch-up shall be calculated at the time of the calculation of the Earnout Payment for the Second Earnout Period as follows: (i) if Profit Adjusted Earnout Revenue in the Second Earnout Period is less than or equal to $35,000,000, t...

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. Subject to the terms and conditions set forth in this Agreement, including this Section 1.04 and Article VII, Buyer shall make additional payments to the Management Shareholders (the “Earnout Payments”), as follows and such Earnout Payments shall form part of the consideration for the Shares and transactions contemplated hereby: (a) The amount of the Earnout Payments shall be determined based on the Earnings Before Taxes of the Company on a consolidated basis and calculated in accordance with Schedule 1.04(a) (“Adjusted EBT”) for each of the calendar years ended December 31, 2007, December 31, 2008 and December 31, 2009 (each a “Measurement Period”). The aggregate Earnout Payment paid by Buyer for each Measurement Period shall be equal to the difference between (i) the product of (A) 3.6 times Adjusted EBT during the applicable Measurement Period, multiplied by (B) 0.95, and (ii) the sum of (X) the aggregate Purchase Price (including prior Earnout Payments) paid to all Sellers as of the date of such calculation and (Y) the aggregate amount that the Buyer is entitled to for indemnification claims under Article VII and for any working capital deficiency under Section 1.06. Prior to payment of any Earnout Payment to the Management Shareholders, any fee due to ▇▇▇▇▇▇▇▇ Inc. as a result of the Earnout Payment shall be paid by Buyer and the remaining amount of the Earnout Payment after deduction of any such fee shall be paid to the Management Shareholders. Each Earnout Payment shall be divided among the Management Shareholders in accordance with the allocation set forth on Schedule 1.04. Notwithstanding the foregoing, the total Purchase Price paid to Sellers pursuant to this Agreement shall not exceed £120,000,000 and no Earnout Payments shall be paid to the Management Shareholders to the extent such threshold is met. (b) The calculation and payment of an Earnout Payment will be made within thirty (30) days following completion of the Company’s audited financial statements for the applicable Measurement Period and shall be paid, subject to any adjustments as set forth herein, in Section 1.06 or Article VII, by delivery of a Promissory Note for the amount thereof to the Management Representative, on behalf of the Management Shareholders.

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. (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. (a) Buyer shall pay to Seller an earnout equal to [**] of the Business Revenue plus [**] of Net Sales (each such payment, an “Earnout Payment”); provided that in no event shall the aggregate amount of the Earnout Payments exceed [**]. (b) Buyer shall make Earnout Payments within [**] following the end of each calendar year in which an Earnout Payment becomes due and payable pursuant to Section 2.6(a). Each Earnout Payment shall be accompanied by a written statement (an “Earnout Statement”) certified by an authorized officer of Buyer setting out in reasonable detail (i) the calculation of Business Revenue and Net Sales for such year and (ii) the Earnout Payment then due and payable. (c) Subject to the other terms of this Section 2.6, upon at least [**] prior written notice from Seller, Buyer shall permit an independent certified public accountant reasonably selected by Seller, reasonably acceptable to Buyer and bound by customary confidentiality obligations pursuant to a written agreement with Buyer to inspect (during regular business hours) the relevant records maintained by Buyer or its Affiliate relating to the Earnout Payments, with such inspection (A) to occur no more than [**] (and, if initiated, to be completed within [**] after the delivery of the Earnout Statement for a given year, provided, that, such period shall be extended to the extent Buyer or its Affiliates have not complied with its obligations to reasonably cooperate with Seller as required by this Section 2.6(c)) and (B) be limited to time periods occurring within [**] prior to the date of such notice to Buyer. Results of any such review shall be binding on both Parties absent manifest error. If any such review reveals an error in the calculation or payment of Earnout Payments by Buyer, then (i) Buyer shall promptly pay Seller the amount remaining to be paid if such error reflects an underpayment to Seller and (ii) Seller shall promptly pay Buyer the excess payment amount if such error reflects an overpayment to Seller. The Seller shall bear the cost incurred in connection with the engagement of an independent certified public accountant pursuant to this Section 2.6(c), provided, however, if the findings of such independent certified public accountant shows a discrepancy between the amount of the Earnout Payment to which Seller is entitled and the Earnout Payment amount reflected by Buyer in the Earnout Statement in Seller’s favor, then in addition to the payment of the shortfall in the E...

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. After the Closing, subject to the terms and conditions set forth herein, the Company Stockholders shall have the contingent right to receive additional shares of Buyer Common Stock from Buyer based on the performance of Buyer and its Subsidiaries during the Fiscal Year 2019 (the “2019 Earnout Year”) and Fiscal Year 2020 (the “2020 Earnout Year” and together with the 2019 Earnout Year, each an “Earnout Year” and collectively, the “Earnout Period”) as set forth in this Section 2.6(a) (the “Earnout Shares”). The aggregate number of Earnout Shares shall depend upon the Redemption Percentage as set forth in the tables below. (i) In the event that (A) Revenue for Fiscal Year 2019 is equal to or greater than the product of the Pro forma Revenue multiplied by 1.3 (the “2019 Revenue Target”), and (B) Adjusted EBITDA for Fiscal Year 2019 is equal to or greater than the product of the Pro forma Adjusted EBITDA multiplied by 1.45 (the “2019 Adjusted EBITDA Target”), the aggregate number of Earnout Shares to be issued with respect to the 2019 Earnout Year (hereinafter the “2019 Earnout Shares”) shall equal the following: Aggregate 2019 Earnout Shares 2,146,133 1,954,892 1,763,633 1,563,642 1,363,633 To the extent that the 2019 Adjusted EBITDA Target is satisfied and Revenue for Fiscal Year 2019 is at least 80% of the 2019 Revenue Target but less than the 2019 Revenue Target, then the above-number of aggregate 2019 Earnout Shares shall be reduced by 0.5% for every 1.0% Revenue for Fiscal Year 2019 is below the 2019 Revenue Target (for example, if the 2019 Revenue Target is US$100,000,000, Revenue for Fiscal Year 2019 is US$80,000,000 and the Redemption Percentage is 100%, the 2019 Earnout Shares shall equal 1,227,270 ((x) 1,363,633 multiplied by (y) 90%, rounded up to the nearest whole share)). Each Company Stockholder shall be entitled to receive the portion of the aggregate 2019 Earnout Shares due from Buyer under this Section 2.6(a)(i) as set forth on Schedule III. Table of Contents (ii) In the event that (A) Revenue for Fiscal Year 2020 is equal to or greater than the product of the Revenue for Fiscal Year 2019 multiplied by 1.3 (the “2020 Revenue Target”), and (B) Adjusted EBITDA for Fiscal Year 2020 is equal to or greater than the product of Adjusted EBITDA for Fiscal Year 2019 multiplied by 1.45 (the “2020 Adjusted EBITDA Target”), the aggregate number of Earnout Shares (hereinafter the “2020 Earnout Shares”) shall equal the following: Aggregate 2020 Earnout Shar...