The Earnout Sample Clauses

The Earnout. (a) In the event that the Average Unit Contribution relating to the CantaMia Property as of December 31, 2014 (the “Milestone Date”) equals to or is greater than $87,603 (the “Minimum Average Unit Contribution Threshold”) and the Project Contribution relating to the CantaMia Property as of the Milestone Date exceeds $59 million (subject to prior adjustment pursuant to Section 2(c), the “Minimum Project Contribution Threshold”), the Recipients shall be entitled to receive, and the Issuer shall issue to the Recipients, such number of shares of Issuer Stock equal to the Earnout Amount (as defined below), divided by the Issue Price (the “Earnout Shares”).
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The Earnout. The Additional Tax Liability shall be determined as follows. Within ninety (90) days after the Closing, Sellers shall furnish written evidence to Buyer of the additional amount (the "Additional Tax Liability") which Sellers must receive so that, after giving effect to any taxes thereon, the aggregate amount received by the Owners after the Sellers pay all taxes legally required to be paid (including income, sales and transfer taxes) in respect of the Purchase Price and the Owners pay all taxes upon receipt of such amount following the liquidation of the Sellers is equal to the aggregate amount which would have been received by the Owners on an after-tax basis if the transactions contemplated hereby had been structured as a sale of equity in the Sellers by the Owners for the Purchase Price (exclusive of the Additional Tax Liability) rather than a sale of assets by the Sellers followed by the liquidation of the Sellers. Buyer shall review the calculation of such Additional Tax Liability within thirty (30) days after receipt thereof and notify Sellers of any discrepancy. If there is a discrepancy, and Buyer and Sellers cannot solve such discrepancy within thirty (30) days thereafter, then Sellers and Buyers shall mutually agree on an independent certified public accounting firm acceptable to both, if any, to review such calculation and make a determination. Such accounting firm's conclusion as to the Additional Tax Liability shall be conclusive. Sellers and Buyer shall share equally in the expenses of retaining such accounting firm unless such accounting firm determines that another allocation is more equitable. Upon such final determination, Buyer shall within ten (10) days thereafter, pay the entire amount of such Additional Tax Liability to Sellers. An example of the calculation of the Additional Tax Liability is attached as Schedule 2.3. The Earnout shall be determined as follows. The Buyer and the Buyer's accountants shall determine EPD Temp Division EBITDA, if any, for the twelve (12) month time period beginning on October 1, 1997 and ending September 30, 1998 (the "1998 Earnout Period"), and likewise for the next two consecutive twelve (12) month periods of October 1, 1998 through September 30, 1999 (the "1999 Earnout Period"), and October 1, 1999 through September 30, 2000 (the "2000 Earnout Period"). Such determination shall be made within thirty (30) days after each September 30 date, and the results thereof forwarded to Sellers together with suppor...
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The Earnout. Following the Closing and subject to the terms and conditions of this Section 1.03, for each of the five (5) fiscal years ending December 31, 1998, 1999, 2000, 2001 and 2002 (each an "Earnout Year"), the Buyer shall pay or cause to be paid to sellers of Class A Common listed on SCHEDULE 1.03 hereto (the "Schedule 1.03 Sellers") in accordance with the percentages set forth opposite their names and under the caption "Earnout Percentage" on such Schedule, additional payments, in cash, (the "Earnout Payments" and each an "Earnout Payment") equal, in the aggregate, to twenty-five percent (25%) (the "Aggregate Earnout Percentage") of the amount, if any, by which the Gross Profit (as defined in Section 1.03(c)) of APP in each such Earnout Year exceeds the Base Profit Amount (as defined in Section 1.03(b)).
Sample 1
The Earnout. The Exchange Consideration shall be adjusted up in the ----------- event the amount of the Earnout is greater than zero. The Earnout shall be calculated for the twelve accounting months period which commences on the first day of the first accounting month following the Closing (the "Earnout Period") with respect to the EBITDA (meaning net income before interest income and expense, taxes, depreciation and amortization; generated by the "MAI Business" (as hereinafter defined) as follows:
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The Earnout 
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Related to The Earnout

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Annual Compensation The Executive’s “Annual Compensation” for purposes of determining severance payable under this Agreement shall be deemed to mean the sum of (i) the annual rate of Base Salary as of the Date of Termination, and (ii) the cash bonus, if any, earned by the Executive for the calendar year immediately preceding the year in which the Date of Termination occurs.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Average Annual Compensation The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.

  • 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.

  • Incentive Payment 11.3.1 An employer may offer and an employee may accept an early retirement incentive based on the age at retirement to be paid in the following amounts Age at Retirement % of Annual Salary at Time of Retirement 55 to 59 100% 60 80% 61 60% 62 40% 63 20% 64 0%

  • Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

  • Annual Bonus Compensation In addition to your Salary, during the Employment Term you shall be eligible to earn an annual bonus for each whole or partial calendar year during the Employment Term, determined and payable as follows (the “Bonus”):

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