The Earnout Sample Clauses
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.
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”).
(b) The earnout amount (the “Earnout Amount”) shall be determined as follows, subject to a maximum Earnout Amount (the “Maximum Earnout”) of $8 million:
(i) In the event that the Project Contribution equals $64 million (subject to prior adjustment pursuant to Section 2(c), the “Rate Change Threshold”), the Earnout Amount shall be $2 million;
(ii) In the event that the Project Contribution equals or exceeds $72 million (subject to prior adjustment pursuant to Section 2(c), the “Maximum Project Contribution Threshold”), the Earnout Amount shall be $8 million; and
(iii) In the event that the Project Contribution exceeds the Minimum Project Contribution Threshold and is less than the Rate Change Threshold, the Earnout Amount shall be equal to the product of (a) $2 million multiplied by (b) a fraction, the numerator of which is the amount by which the Project Contribution exceeds the Minimum Project Contribution Threshold, and the denominator of which is $5 million.
(iv) In the event that the Project Contribution exceeds the Rate Change Threshold and is less than the Maximum Project Contribution Threshold, the Earnout Amount shall be equal to the sum of (a) $2 million plus (b) the product of (i) $6 million multiplied by (ii) a fraction, the numerator of which is the amount by which the Project Contribution exceeds the Rate Change Threshold (it being agreed that for this purpose, in no event shall the numerator be in excess of $8 million), and the denominator of which is $8 million. For illustrative purposes only (assuming no adjustments have been made pursuant to Section 2(c)):
(i) In the event that the Project Contribution equals to $61 million, the Earnout Amount would be:
(A) $2 million X (B) $(61 million — 59 million) = $800,000 $5 million
(ii) In the event that the Project Contribution equals to $71 million, ...
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)).
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:
The Earnout