Fourth Earnout Payment Clause Samples
Fourth Earnout Payment. (A) If the 2024 WTI Price equals or exceeds any of the WTI Thresholds, Buyer and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2024 Earnout Payment Date, no later than thirty (30) days following the applicable Determination Date (the “2024 Earnout Payment Date”), the amount set forth in Schedule 3.1(b) under the column titled (y) “WTI Annual Earnout Amount” for the highest WTI Threshold satisfied by the 2024 WTI Price.
(B) If the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Price equals or exceeds any of the ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Buyer and Buyer Parent shall together pay Seller, by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer no later than five (5) days prior to the 2024 Earnout Payment Date, on or before the 2024 Earnout Payment Date the amount set forth in Schedule 3.1(b) under the column titled “▇▇▇▇▇ ▇▇▇ Annual Earnout Amount” for the highest ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ satisfied by the 2024 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇.
(C) Any amounts described in Section 3.1(b)(iv)(A) and Section 3.1(b)(iv)(B) shall be collectively referred to as the “Fourth Earnout Payment”.
Fourth Earnout Payment. In the event during the first fiscal quarter ended following the Closing Date (the “Fourth Earnout Period”), Acquisition Sub funds, from the Purchased Assets, an aggregate volume of mortgage loans of at least $30.0 million, then Company shall issue to Designated Shareholder, the fourth Earnout Payment within 30 days following the completion of the Fourth Earnout Period. The “Fourth Earnout Payment” shall be equal to 100,000 shares of the Earnout Shares.
Fourth Earnout Payment. (i) As promptly as practical following the end of Parent’s fiscal year ending June 30, 2024 (but in no event later than 60 days thereafter), Parent shall deliver to the Stockholders’ Representative a statement (the “Fourth Earnout Statement”) showing the Revenue with respect to such fiscal year (the “Fourth Earnout Period” and, collectively with the First Earnout Period, the Second Earnout Period, and the Third Earnout Period, the “Earnout Period”), calculated in a manner consistent with the definition thereof. If the Stockholders’ Representative does not provide an Earnout Statement Dispute Notice within 45 calendar days of receiving the Fourth Earnout Statement, then the Parties hereby agree that the Fourth Earnout Statement shall be deemed conclusive and binding on the Parties hereto.
(ii) If the Stockholders’ Representative provides an Earnout Statement Dispute Notice to Parent within such 45-day period, then the provisions of Section 1.5(c)(ii) shall apply mutatis mutandis. The conclusive and binding Fourth Earnout Statement, based either upon agreement of Parent and the Stockholders’ Representative, or the written determination delivered by the Independent Accounting Firm in accordance with Section 1.4(e) and this Section 1.5, shall be deemed the “Final Fourth Earnout Statement” (collectively with the Final First Earnout Statement, the Final Second Earnout Statement and the Final Third Earnout Statement, the “Earnout Statements”).
(iii) If the Revenue set forth on the Final Fourth Earnout Statement is equal to or greater than $180,000,000, but less than $200,000,000, then Parent shall pay, or cause to be paid, to the Paying Agent, for further distribution to each Company Equityholder pursuant to the terms of the Paying Agent Agreement, an amount equal to $5,000,000. If the Revenue set forth on the Final Fourth Earnout Statement is equal to or greater than $200,000,000, but less than $220,000,000, then Parent shall pay, or cause to be paid, to the Paying Agent, for further distribution to each Company Equityholder pursuant to the terms of the Paying Agent Agreement, an amount equal to $10,000,000. If the Revenue set forth on the Final Fourth Earnout Statement is equal to or greater than $220,000,000, then Parent shall pay, or cause to be paid, to the Paying Agent, for further distribution to each Company Equityholder pursuant to the terms of the Paying Agent Agreement, an amount equal to $15,000,000. Any amounts payable pursuant to this Section 1.5(f)...