Payment of Earnout Amount Sample Clauses
The Payment of Earnout Amount clause defines the obligation of one party, typically a buyer, to pay additional compensation to the seller based on the achievement of certain post-closing performance targets, such as revenue or profit milestones. This clause outlines the timing, calculation method, and conditions under which the earnout payments are made, often specifying deadlines for payment and the metrics used to determine eligibility. Its core practical function is to bridge valuation gaps in transactions by tying part of the purchase price to future performance, thereby aligning the interests of both parties and managing risk related to uncertain future outcomes.
Payment of Earnout Amount. Any Earnout Amount due pursuant to Section 2.8(b), including the Excess Earnout Amount, shall be payable within thirty (30) calendar days of the applicable Earnout Determination Date to the applicable party in cash by wire transfer of immediately available funds, to the account or accounts designated by Sellers, in the event of a payment of an Earnout Amount, or by Purchaser, in the event of a payment of the Excess Earnout Amount.
Payment of Earnout Amount. Buyer shall deliver to Seller the amounts, if any, that become payable under Section 2.4 at the time or times specified in Section 2.4. All cash payments under this Section 2.2 shall be made by wire transfer of immediately available funds to an account that the recipient, at least 48 hours prior to the time for payment specified under this Agreement, has designated.
Payment of Earnout Amount. (i) To the extent that the Earnout Amount is less than or equal to the Earnout Escrow Cap, Buyer shall deposit the Earnout Amount with the Escrow Agent to be held in the Escrow Account pursuant to the terms of the Escrow Agreement. Any payment deposited pursuant to this Section 2.5(e)(i) (or the remainder thereof, if any, on the Escrow Release Date) shall be released from the Escrow Account on the Escrow Release Date in accordance with Section 11.8.
(ii) To the extent that the Earnout Amount exceeds the Earnout Escrow Cap, Buyer shall (A) deposit the amount by which the Earnout Amount exceeds the Earnout Escrow Cap with the Escrow Agent for immediate payment as directed by the Seller Representative and (B) deposit the Earnout Escrow Cap with the Escrow Agent to be held in the Escrow Account pursuant to the terms of the Escrow Agreement. Any payment deposited pursuant to clause (B) of this Section 2.5(e)(ii) (or the remainder thereof, if any, on the Escrow Release Date) shall be released from the Escrow Account on the Escrow Release Date in accordance with Section 11.8.
(iii) All payments in accordance with Sections 2.5(d) and (e) shall be made within ten (10) business days of the final determination of Gross Profit pursuant to Section 2.5(a) by wire transfer of immediately available funds.
(iv) Notwithstanding anything to the contrary set forth herein, in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, Ltd. is entitled to any fees or expenses in connection with the payment of any Earnout Amount, all such fees or expenses shall be the distributed out of the Earnout Amount paid by Buyer pursuant to this Section 2.5, provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, Ltd. shall only be entitled to a portion of the payment, if any, made pursuant to clause (B) of Section 2.5(e)(ii) or upon the ultimate release of any funds on the Escrow Release Date, and Buyer shall have no other obligation or liability with respect thereto.
Payment of Earnout Amount. If any Earnout Amount is due, as finally determined in accordance with this Section 2.08, Buyer shall pay Seller such Earnout Amount in six (6) equal installments, with the first such installment becoming due on June 30, 2025 (the “First Earnout Payment Date”) and the five (5) remaining installments becoming due on each of the five (5) immediately following six-month anniversaries of the First Earnout Payment Date (such five (5) remaining installment payments, together with the first installment payment, collectively, the “Earnout Installment Payments”); provided, however, that if Buyer or Company consummates a Change of Control Transaction during any period in which any Earnout Installment Payment is due under this Section 2.08(d), then Buyer shall pay, or shall cause the Company to pay, to Seller simultaneously with or prior to such Change of Control Transaction, all unpaid Earnout Installment Payments due under this Section 2.08(d).
Payment of Earnout Amount. (i) No later than 5 Business Days to the extent paid in cash, or 20 days to the extent paid in Buyer Shares, following the date on which the Earnout Statement becomes final and binding upon the parties, Buyer shall pay to Seller the Earnout Amount, if any. The Earnout Amount shall be paid, at Buyer’s election in its sole discretion, by delivery of cash or Buyer Shares or any combination of cash and Buyer Shares.
(ii) If Buyer elects to pay all or any portion of the Earnout Amount by delivery of Buyer Shares:
(A) The portion of the Earnout Amount to be so paid shall be satisfied by delivery of a number of Buyer Shares, rounded to the nearest whole share, equal to the quotient of (I) the portion of the Earnout Amount to be so paid divided by (II) the Market Price.
(B) Any such delivery of Buyer Shares shall be affirmed by evidence reasonably acceptable to Seller verifying registration of such Buyer Shares in the name of Seller by book entry, bearing the legend or restrictive notation set forth in Section 4.26(f).
(C) Any such Buyer Shares will be issued in reliance upon an applicable exemption for registration under the Securities Act of 1933, as amended (the “Securities Act”). Buyer’s obligation to deliver the Buyer Shares will be conditioned upon Seller’s delivery to Buyer of, and Seller hereby covenants and agrees that it shall deliver to Buyer, a certificate duly executed and delivered by Seller, dated the date of the delivery of the Buyer Shares, stating that the representations and warranties set forth in Section 4.26 are true and correct as of the date of the delivery of the Buyer Shares.
(D) Prior to the issuance of any Buyer Shares, Buyer will file a supplemental listing application with the New York Stock exchange to list such Buyer Shares.
Payment of Earnout Amount. If it is reasonably determined that Earnout Amounts are due to Sellers, Buyer or its designee shall make all such payments fully and when due. In the event of a merger or combination in which Buyer is not the surviving entity, or of a sale of all or substantially all of Buyer's or Company's assets, if it should be reasonably determined that Earnout Amount(s) are due to Seller after such merger or sale, Buyer shall pay such Earnout Amount(s) to Seller.
Payment of Earnout Amount. At the time or times specified in Section 2.4, Buyer shall deliver to the Trust (for an on behalf of all Sellers) the amounts that become payable under Section 2.4, if any.
Payment of Earnout Amount. By the later of (i) forty (40) days after the Earnout Period or (ii) ten (10) business days after the final amount of Aggregate Revenues and the corresponding Holder Earnout Amount has been determined in accordance with this Section 1.17 but in no event later than August 10, 2010, Acquiror shall cause to be delivered to the Paying Agent, for the benefit of, and distribution to, the Earnout Holders the Distributed Holder Earnout Amount to which the Earnout Holders are entitled under this Section 1.17. The portion of the Employee Earnout Amount to which each Earnout Employee is entitled under this Section 1.17 shall be paid pursuant to the terms of the Retention Plan.
Payment of Earnout Amount. Within 10 business days after the final determination of the Annual Earnout Amount pursuant to Section 3.3.(c) below, Cliffstar shall pay to Northland (in addition to any principal payments payable on the Promissory Note during such Earnout Year) an amount equal to the greater of (i) the Minimum Annual Earnout Amount for such Earnout Year or (ii) the Annual Earnout Amount reduced by principal payments made to Northland on the Promissory Note due during such Earnout Year. Earnout Amount payments with respect to an Earnout Year in excess of the sum of the Minimum Earnout Amount and principal payments on the Promissory Note for each Earnout Year during the Earnout Period will be credited against future principal payments due on the Promissory Note in inverse order of maturity as provided in the Promissory Note. In the event of a prepayment on the Promissory Note by Cliffstar, other than a prepayment in payment of the Annual Earnout Amount pursuant to this subsection, the amount prepaid shall continue to be used in the amounts, and at the times of, the originally scheduled remaining installments in determining the payment of the Annual Earnout Amount above, but only to the extent such prepayment has not already been offset against the current or any prior years' Annual Earnout Amount payments. All payments of the Earnout Amount shall be made by wire transfer of immediately available funds in accordance with written wire transfer instructions provided by Northland at least two business days in advance of the date of payment. In the event that the Earnout Amount for an Earnout Year is subsequently adjusted in accordance with Section 3.3.(c)(iii) hereof, the additional amounts, if any, payable by Cliffstar pursuant to this Section 3.2.(c) shall be made by wire transfer to Northland's account within five business days of resolution of the Earnout Amount pursuant to Section 3.3.(c)(iii).
Payment of Earnout Amount