Second Milestone Earnout Sample Clauses

Second Milestone Earnout. Upon the completion of the Second ------------------------ Milestone (as hereinafter defined) in the good faith reasonable opinion of the Shareholder Representative and the Buyer, the Buyer shall pay to each Shareholder such Shareholder's Applicable Percentage of forty percent (40%) of Five Hundred Thousand Dollars ($500,000); provided, however, that no amount shall be owed with respect to the Second Milestone if the Second Milestone shall not have been completed on or prior to the expiration of the period ending one hundred and eighty (180) days after the Closing Date. For purposes of this Agreement, the term "Second Milestone" shall mean the determination in good ---------------- faith by the Shareholder Representative and the Buyer that the Company or the Other Company has developed one public sector and one private sector Internet enabled hostable application primarily utilizing Oracle Products that in the reasonable, good faith opinion of the Shareholder Representative and the Buyer is ready to be and may be sold to multiple customers within each of such sector. For purposes of the Agreement, "Second Milestone Completion Date" shall mean the -------------------------------- date on which the Second Milestone shall have been achieved; provided, however, that such date shall in no event be later than 180 days after the Closing Date.