The Earn Sample Clauses
The Earn clause defines the conditions under which a party becomes entitled to receive payment or compensation, typically based on achieving specific milestones or performance targets. In practice, this clause outlines what actions or results must be completed—such as delivering a project phase, reaching a sales goal, or meeting quality standards—before payment is released. Its core function is to align compensation with performance, ensuring that payments are only made when agreed-upon objectives are met, thereby reducing risk and incentivizing successful outcomes.
The Earn. In Shares shall fully vest (and shall not be subject to the restrictions and forfeiture provisions set forth in this Section 4.14, including, for the avoidance of doubt, Section 4.14(b)), as follows: (i) one-third (1/3) of the Earn-In Shares shall vest if over any twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period the VWAP of the Company Ordinary Shares is greater than or equal to $15.00 (the “Minimum Target”); (ii) an additional one-third (1/3) of the Earn-In Shares shall vest if over any twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period the VWAP of the Company Ordinary Shares is greater than or equal to $17.50 (the “Middle Target”) and (iii) the remainder of the Earn-In Shares shall vest if over any twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period the VWAP of the Company Ordinary Shares is greater than or equal to $20.00 (the “Maximum Target”), provided, that in each case, any fractional shares shall be rounded down to the nearest whole number and payment for such fraction shall be made in cash in lieu of any such fractional share based on a value equal to applicable target price. For the avoidance of doubt, (x) if the Middle Target has been achieved, but the Minimum Target has not been previously achieved, the Minimum Target shall be deemed achieved on the date that the Middle Target is achieved; and (y) if the Maximum Target has been achieved, but the Minimum Target and/or the Middle Target have not been previously achieved or deemed achieved, the Minimum Target and/or the Middle Target (as applicable) shall be deemed achieved on the date that the Maximum Target is achieved.
The Earn. Out EBITDA shall correspond to the Consolidated EBITDA (as defined in Annex 4.1.2) provided that
(a) the amount, if any, by which the total operating costs charged to EBITDA (excluding the cost of sales and the impacts of commodity derivatives but, for the avoidance of doubt, including any management fees, shared service fees, intercompany charges or other fees or charges that have been charged by the Purchaser or its Affiliates to the NUKEM Group during an Earn-out Period) exceed EUR [REDACTED] for 2013 or EUR [REDACTED] for 2014 shall be added back to the Consolidated EBITDA; if the Closing occurs before the end of 2012, the Purchaser shall cause the Companies to continue to conduct the Business in accordance with the ordinary course of business as conducted before Closing until the end of 2012; and
(b) such amount shall be converted into US Dollar. The exchange rate (Umrechnungskurs) for the currency conversion from Euro to US Dollar shall correspond to the exchange rate that is applied by the Company for the purpose of preparing the profit and loss statements (Gewinn- und Verlustrechnungen) prepared in connection with the financial statements covering the relevant Earn-Out Period.
The Earn out Payment shall be determined and shall be payable in accordance with the provisions of Exhibit B hereto. It is understood and agreed that there shall be one Earn-out Payment payable with respect to the transactions contemplated by this Agreement and the transactions contemplated by that certain Agreement and Plan of Merger dated of even date herewith with respect to the Continuous Learning Group, Inc. ("CLG") and Envision Development Group, Inc. ("EDG").
The Earn out Payment shall be determined and shall be payable in accordance with the provisions of Exhibit B hereto. It is understood and agreed that there shall be one Earn-out Payment payable with respect to the transactions contemplated by this Agreement and the transactions contemplated by that certain Agreement and Plan and Merger dated of even date herewith with respect to Multi-Dimensional International Consultants, Ltd. ("MDI").