Second Earn Out Payment Sample Clauses

Second Earn Out Payment. If the Second Earn-Out Payment is an amount greater than zero, Parent shall deposit with the Paying Agent within five (5) Business Days of a final determination of the Second Earn-Out Payment in accordance with Section 2.7.5(c), the Second Earn-Out Payment, subject to Section 2.7.5(e) and less any amounts deducted pursuant to the last sentence of Section 2.7.5(c)(ii) and any Deductions, and the Paying Agent shall promptly pay to each Residual Holder who has complied with the procedures set forth in Section 2.7.1 an amount equal to the Second Earn-Out Payment less any amounts deducted pursuant to the last sentence of Section 2.7.5(c)(ii) and any Deductions divided by the sum of the number of shares of Common Stock outstanding as of the Effective Time and the number of shares of Common Stock subject to Company Options immediately prior to the Effective Time multiplied by the sum of the number of shares of Common Stock plus the number of shares of Common Stock subject to Company Options held by such Residual Holder immediately prior to the Effective Time.
Sample 1
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Second Earn Out Payment. If EBITDA for the year beginning on January 1, 2011 and ending on the Second Earn-Out Date exceeds the Initial EBITDA Target, the Purchaser shall pay, or cause to be paid, the Second Earn-Out Payment for such year to the Earn-Out Recipient. If EBITDA for the year beginning on January 1, 2011 and ending on the Second Earn-Out Date exceeds the Additional EBITDA Target, the Purchaser shall pay, or cause to be paid, the Additional Earn-Out Payment for such year to the Earn-Out Recipient. The Second Earn-Out Payment and Additional Earn-Out Payment shall be payable to the Earn-Out Recipient five (5) Business Days following the earliest to occur of (w) the thirty-first day after receipt of the Earn-Out Report for the fiscal year ending December 31, 2011 without the Earn-Out Recipient notifying the Purchaser that the Earn-Out Recipient objects to the computation of EBITDA set forth in such Earn-Out Report, (x) the date on which the Earn-Out Recipient shall have given the Purchaser notice to the effect that the Earn-Out Recipient has no objection to the computation of EBITDA set forth in the Earn-Out Report for the fiscal year ending December 31, 2011, (y) the date as of which the Purchaser and the Earn-Out Recipient reach a settlement in accordance with Section 1.4, and (z) the date as of which the Purchaser and the Earn-Out Recipient shall have received the determination of the Arbitrating Accountant in accordance with Section 1.4 (the “Second Earn-Out Payment Date”). If EBITDA for the fiscal year ended December 31, 2011 is less than the Initial EBITDA Target, the Earn-Out Recipient shall not be entitled to the Second Earn-Out Payment or Additional Earn-Out Payment.
Sample 1
Second Earn Out Payment. The Buyer shall pay the second-year portion of the Earn-Out Payment (“Second Earn-out Payment”) to each Earn-Out Shareholder in an amount equal to the greater of (i) fifty percent (50%) of such Earn-out Shareholder’s applicable Minimum Earn-out Amount, and (ii) such Earn-out Shareholder’s applicable Second Adjusted Earn-out Amount (as defined above).
Sample 1
Second Earn Out Payment. If the number of Units sold by the Company for the period commencing on July 1, 2008 and ending on December 31, 2008 (such period being the “Second Earn-Out Period”) exceeds 47,334, Purchaser shall pay to Xxxxxxxx on or before April 30, 2009, by wire transfer of immediately available funds to the address or account designated by Xxxxxxxx, the Second Earn-Out Payment. The “Second Earn-Out Payment” shall be an amount equal to One Million Eighty Three Thousand Three Hundred Thirty-Three Dollars and Thirty Three Cents ($1,083,333.33) multiplied by the quotient resulting from (x) the number of Units sold during the Second Earn-Out Period in excess of 47,334 (which number shall not, for purposes of this calculation, exceed 15,778) divided by (y) 15,778. In addition to the Second Earn-Out Payment, if the number of Units sold by the Company during the Second Earn-Out Period exceeds 63,112, Purchaser shall pay to Xxxxxxxx on or before April 30, 2009, by wire transfer of immediately available funds to the address or account designated by Xxxxxxxx, Five Hundred Forty One Thousand Six Hundred Sixty Six Dollars and Sixty Seven Cents ($541,666.67).
Sample 1
Second Earn Out Payment. An amount of [***] (TEN MILLION EUROS) less any deduction, set-off as provided further below in this Agreement (the “Second Earn Out Payment”), shall be payable to the Seller no later than March 31, 2023 (the “Second Earn Out Payment Date”), subject to the achievement by the Company of BOTH of the following financial targets, and notwithstanding other conditions, withholdings and adjustments that may be contemplated in other provisions of this Agreement:
Sample 1
Second Earn Out Payment. Within five business days of the execution of this Agreement, IBC shall pay the Former Mepco Shareholders $2,750,128 (“Second Earn Out Payment”) in full satisfaction of the Second Annual Earn Out owed to the Former Mepco Shareholders under the Agreement and Plan of Merger. IBC agrees to pay one-half of the Second Earn Out Payment with immediately available funds and the remainder shall be paid with IBC stock. For purposes of the Second Earn Out Payment only, the price of IBC stock will be $27.095.
Sample 1
Second Earn Out Payment 
Sample 1
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Related to Second Earn Out Payment

  • Earn-Out Payment If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows:

  • Earn-Out Payments (i) If, during the period beginning immediately after the Closing and ending on the six (6) month anniversary of the Closing Date (the “Earn-Out Period”), Buyer enters into an Earn-Out Agreement, Buyer shall pay earn-out amounts to Seller equal to one times (1.00x) the recurring revenues billed and collected by Buyer (excluding any revenues associated with or collected by Buyer for or on behalf of a third party, including in connection with any partnership arrangement set forth in the Earn-Out Agreement), in respect of the Earn-Out Agreement for the initial twelve (12) months following the first recurring revenue for such agreement being billed (such amount, the “Earn-Out Amount,” and, such period, the “Determination Period”), provided however, that in no event will the Determination Period extend past 15 months of execution of the Earn-Out Agreement. Buyer shall use good faith commercially reasonable efforts to minimize the period of time between the execution of the Earn-Out Agreement and the date on which the first recurring revenue thereunder is billed. For the avoidance of doubt, if the first recurring revenue for the Earn-Out Agreement is billed six months after the execution of the Earn-Out Agreement, Buyer shall only be entitled to the Earn-Out Amounts for nine months after recurring revenue is first billed. Notwithstanding the foregoing, Earn-Out Amounts will include recurring revenues billed within the Determination Period and collected within the period after being invoiced set forth in the Earn-Out Agreement; and Buyer shall use good faith commercial efforts to collect such recurring revenues with such period. The Earn-Out Amount will not take into account any amendment to the Earn-Out Agreement that increases recurring revenues if such amendment is entered into after the Earn-Out Period and such amendment represents an increase in scope (in terms of number of buildings and/or additional services) from the Xxxxxx Xxx RFP.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Interim payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ⮚ an interim technical report in accordance with the instructions laid down in Annex I; ⮚ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Earn-Out (a) By November 28, 2005, Purchaser shall prepare and deliver to the Sellers' Representatives (i) a statement of income (the "Income Statement") of the Company and its Subsidiaries for the period from July 11, 2005 through October 2, 2005 (such period, the "Earn Out Test Period") and (ii) a certificate setting forth total EBITDA for the Earn Out Test Period, as adjusted to exclude, in a manner consistent with Schedule 2.07(a) attached hereto, the impact of any non-recurring income and expenses, including, but not limited to, any costs and expenses related to the Sale/Leaseback Transaction including the incremental GAAP rent payable as a result thereof, the ownership, operation and disposal of the Company's corporate aircraft and Xxxxxx X. Xxxxx'x salary and other employment benefits paid or expensed by the Company, which shall include, but not be limited to, the costs and expenses for his office located in Barrington, Illinois and reimbursement of his legal fees which shall include the amounts paid by the Company for matters described in 9.01(a)(vi), any Transaction Expenses paid relating to the transaction (including any extraordinary bonuses paid or any transaction expenses of Buyer paid by the Company post-closing including closing fees, debt issuance costs and professional fees), (such amount, as adjusted, the "Earn Out EBITDA"). The Income Statement shall be prepared in accordance with the same accounting policies, practices and judgments as those used to prepare the Financial Statements. The Sellers' Representatives and their representatives shall have the right to review all work papers and procedures of Purchaser and any representatives of Purchaser used to prepare the Income Statement and to arrive at the Earn Out EBITDA and shall have the right to perform any other reasonable procedures necessary to verify the accuracy of the Income Statement and the Earn Out EBITDA. Unless the Sellers' Representatives, within 30 Business Days after delivery to the Sellers' Representatives of the Income Statement and the certificate setting forth the Earn Out EBITDA, notify Purchaser in writing that the Sellers' Representatives object to the Income Statement or the Earn Out EBITDA and specify the basis for such objection (as well as the Sellers' Representatives calculation of the disputed line items), such Income Statement and Earn Out EBITDA shall become final and binding upon the parties for the purposes of this Section 2.07. If Purchaser and the Sellers' Representatives are unable to resolve all of the Sellers' Representatives' objections within 20 Business Days after any such notification has been given by the Sellers' Representatives, all remaining matters in dispute shall be submitted to the Independent Accountants. The Independent Accountants shall make a final determination as to all remaining matters in dispute that shall be conclusive and binding on Purchaser and the Sellers. Purchaser and the Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable.

  • Returned Payment Fee If your account is subject to a Returned Payment Fee, the fee will be charged to your account when a payment is returned for any reason.

  • Maximum Payment The maximum period or aggregate of periods of accident make-up pay to be made by an Employer will be a total of 39 weeks for any one injury.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Maximum Total Payment Including the reimbursable expenses shown above (if any), the maximum total payment under this Contract is $ ; this is a not-to-exceed amount, and the District will not pay more than this amount unless specifically agreed to in an amendment executed by the parties.

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