Payment of Earnout Consideration. (a) (i) Within ninety days after the third anniversary of the Effective Date, OHM shall determine the Average Operating Income, subject to review by OHM's accountants (the "Average Operating Income Calculation"). Within three business days after OHM's receipt of the Average Operating Income Calculation, OHM shall deliver such calculation to each of the Shareholders for review.
Payment of Earnout Consideration. In the event any Earnout Consideration is payable, on or before one hundred and twenty (120) days following the end of the Earnout Period (provided that (i) there is no dispute with respect to Earnout Consideration and (ii) there is no claim for indemnification made by American Healthways in excess of the amount remaining in Escrow which has not been paid by the Principal Stockholders pursuant to Article 10 of the Merger Agreement), American Healthways shall pay such Earnout Consideration to a paying agent for the Former Stockholders designated by the Stockholder Representative, by wire transfer of immediately available funds if American Healthways elects to pay any portion of the Earnout Consideration in cash, and/or by delivery of shares of common stock, par value $.001 per share, of American Healthways (the "Common Stock") if American Healthways elects to pay any portion of the Earnout Consideration in Common Stock, provided that in the event American Healthways elects to pay in portion of the Earnout Consideration in Common Stock, it will only be obligated to pay those Former Stockholders who, at the time the Earnout Consideration is payable, qualify as an "accredited investor" as defined in Rule 501(a) of the Securities Act, as determined by American Healthways in its sole discretion. Such Common Stock delivered to the Stockholder Representative shall be registered for resale at the time the Earnout Consideration is due and payable or American Healthways may deliver unregistered shares, provided that American Healthways agrees to file an S-3 registration statement (provided that if American Healthways is not then eligible to register for resale such shares on Form S-3, such registration shall be on another appropriate form determined by American Healthways) (the "Registration Statement") with the Securities and Exchange Commission not later than thirty (30) days after the date on which the Earn-Out Consideration is payable in accordance with the terms of the Earn-Out Agreement, which Registration Statement shall cover the resale from time to time of the shares. American Healthways will use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and will use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement until the earlier of (i) the date on which the shares of Common Stock issued to the For...
Payment of Earnout Consideration. On the last day of each month that a Monthly Earnout is payable, the Purchaser shall pay to the Seller the Monthly Base Amount on or before the last day of each such month. Not later than ten (10) days after the end of each calendar month in which the Purchaser must pay the Seller the Monthly Earnout (the “Earnout Period”), the Purchaser shall provide to the Seller a written notice containing its calculation of the amount, if positive, that is the difference of (i) the Monthly Earnout Amount less (ii) the Monthly Base Amount (the “Earnout Gross Up Amount”), together with reasonably detailed data supporting such calculation (the “Earnout Notice”). The Purchaser shall give the Seller and its advisors timely access to all books and records reasonably required to verify such calculations. Not later than fifteen (15) days after receipt of the Earnout Notice (the “Earnout Review Period”), the Seller may deliver a dispute notice to the Purchaser (the “Dispute Notice”), notifying the Purchaser of the Seller’s proposed adjustments to, or disputes with, the Purchaser’s calculations. If the Seller does not deliver a Dispute Notice during the Earnout Review Period, the Purchaser shall, within thirty (30) days after the end of each Earnout Period, pay the Seller the Earnout Gross Up Amount indicated in the Earnout Notice. If there is a dispute, the Purchaser shall, within thirty (30) days after the end of each Earnout Period pay the Seller the portion of the Earnout Gross Up Amount that is not in dispute and the parties shall in good faith attempt to resolve any disputes. If the parties can resolve such dispute within thirty (30) days after the receipt by the Purchase of the Dispute Notice, then such agreed upon amount shall be the Earnout Gross Up Amount and the Purchaser shall pay Seller any remaining Earnout Gross Up Amount then due and payable. If the parties cannot reach agreement in resolving any dispute within such thirty (30) day time period after the Dispute Notice is given by the Seller to the Purchaser, the parties shall jointly select and engage an independent accounting firm (other than the Purchaser’s or the Seller’s accounting firm) (the “Arbiter”) to resolve any remaining disputes regarding the Earnout Gross Up Amount. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding ...
Payment of Earnout Consideration. Once the Aggregate 2018 Shipment Amount, Earnout Amount and Earnout Consideration is finally determined on the earliest to occur of the Preliminary Earnout Resolution Date, the Party Earnout Resolution Date and the Arbitration Earnout Resolution Date, Acquirer shall issue or cause to be issued the Earnout Management Carveout Shares pursuant to the terms of the Management Carveout Plan and the Earnout Consideration Remainder to the Consideration Recipients, with the specific amount of Earnout Consideration to the Consideration Recipients as set forth in the Payment Schedule (which may be amended by the Securityholder Representative in connection with such issuance to reflect the specific Earnout Consideration finally determined).
Payment of Earnout Consideration. The Earnout Consideration shall be due and payable on the third Business Day after the Earnout Consideration is finally determined in accordance with this Section 2.03. The Earnout Consideration shall be paid 50% in cash and 50% by Buyer delivering the R&M Parent Note B to Seller. The 50% of the Earnout Consideration payable in cash shall bear interest at a rate of 6.0% per annum until paid, with such interest beginning to accrue on the earlier of February 28, 2002 and 10 days after Buyer has received the necessary financial information to calculate the Earnout Payment Any amount not timely paid shall bear interest at a rate per annum equal to the Default Rate set forth in the R&M Parent Note Agreement until the same is paid.
Payment of Earnout Consideration. For each month in which Qualifying Revenue is actually received by Buyer, Buyer shall pay the Earnout Consideration to the Equity Holders on the last day of the following month (each, an “Earnout Payment Date”). On each Earnout Payment Date, the Buyer shall pay the Earnout Consideration to the Equity Holders in cash; provided, however, in no event will more than sixty percent (60%) of the Merger Consideration be paid in the form of cash. Accordingly, any amount which cannot be paid in cash shall be paid in Buyer Common Stock priced as of its closing price on the OTC Bulletin Board on second trading day prior to the Earnout Payment Date.
Payment of Earnout Consideration. Subject to set-off pursuant to Section 7.1(e), payment of any Earnout Payment coming due under (i) Section 3.7(a)(i) shall be paid within sixty (60) days after the end of the consecutive twelve (12) month period in which the payment is earned and (ii) Section 3.7(a)(ii)(B) shall be paid by March 1, 2016, or if Earnout Sales meet or exceed the requirements of Section 3.7(a)(ii)(A) prior to the month ending December 31, 2015, within sixty (60) days after the end of the month in which such requirement has been met or exceeded. Payments shall be by wire transfer of immediately available funds to the Paying Agent and accompanied with a certificate, executed by the Surviving Corporation, setting forth in reasonable detail the payment computation. The Paying Agent shall distribute to the Company Stockholders (other than holders of Appraisal Shares), and the Company Option Holders that are entitled to receive the Aggregate Common Per Share Amount under Section 3.1(c) or Section 3.1(d), respectively, their respective share of any amounts distributed under this Section 3.7 and to any participant under the Carve-Out Incentive Plan their portion of the Earn-Out Carve-Out Amount pursuant to the Carve-Out Incentive Plan. None, of Parent, Merger Sub or the Surviving Corporation shall have any Liability to any participant under the Carve-Out Incentive Plan, other than paying any amounts payable to the Paying Agent as provided herein.
Payment of Earnout Consideration. Within ten (10) days after the date on which an Earnout Statement becomes final and binding upon the parties as set forth in Section 2.04(b)(ii), to the extent of any Earnout Consideration reflected therein, Subversive shall (1) issue to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Xxxxxx and Subversive, a Qualified Investor, and to each Employed Option Holder, out of the Earnout Consideration, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time) and (2) pay, or cause to be paid, to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received out of the Earnout Consideration if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment.
Payment of Earnout Consideration. (a) (i) Within ninety days after the third anniversary of the Effective Date, OHM shall determine the Average Operating Income, subject to review by OHM's accountants (the "Average Operating Income Calculation"). Within three business days after OHM's receipt of the Average Operating Income Calculation, OHM shall deliver such calculation to each of the Shareholders for review. (ii) Unless a majority of the Shareholders (one of which must be Executive unless he is no longer employed by the Company or otherwise entitled to the Earnout Consideration), which for purposes of this Section 4,4 shall include such Shareholder's
Payment of Earnout Consideration. (a) The Earnout Consideration payable to the Seller, as provided in Section 1.2 above, shall be paid by the Buyer quarterly on or before forty-five (45) days following the end of each calendar quarter of the Company, commencing with the first calendar quarter following the Closing Date. Each such quarterly payment of the Earnout Consideration will be based on the after-tax net profits, if any, of the Company, computed in accordance with GAAP consistently applied for the most recently completed calendar quarter. In the event that the Company reports a loss for such period, the Buyer shall not be required to make a payment pursuant to this Section 1.6 for such period. A stand-alone profit and loss statement for the Company shall be maintained by the Buyer which will include the results of such business unit even if it is transferred or consolidated with other business units of the Buyer or any affiliates.
