Additional Earnout definition

Additional Earnout means, with respect to the three-year period following the Commencement Date, up to an aggregate of $10 million, the payment of which shall be made in cash based on the formula set forth on Exhibit A hereto.
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Additional Earnout shall have the meaning set forth in Section 2(f)(ii).
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Additional Earnout means, for any Earnout Year in which the aggregate Annual Revenues through such Earnout Year are greater than the Total Revenue Target, an amount equal to the sum of (x) the product of (A) 15% and (B) the aggregate Annual Revenues through such Earnout Year minus the Total Revenue Target minus (y) any Additional Earnout paid for any prior Earnout Year.
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Examples of Additional Earnout in a sentence

  • Within ninety (90) days after the end of each Earnout Year, the Purchaser shall submit to Holdco in writing the proposed calculations necessary to determine the Basic Earnout Payment for the most recently ended Earnout Year and, in addition, with respect to EY 2014, the Additional Earnout Payment (collectively, the “Earnout Calculations”), together with the monthly income statements and monthly balance sheets of the Company and Capital Charge calculations for such Earnout Year.

  • In the event that the Seller fails to deliver the Earnout Dispute Notice within the ten (10) day time period set forth in this subsection, the Earnout Payment Calculation and the calculation of Additional Earnout shall be deemed final and conclusive.

  • Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by any party hereto without the prior written consent of the other parties, except that Seller shall assign its rights hereunder, including all rights to the Base Earnout and the Additional Earnout, to the Shareholders upon dissolution of Seller.

  • The Budgeted Gross Profit, Base Earnout and Additional Earnout for each of the Earnout Periods shall be as set forth on Exhibit A.

  • If at any time prior to the second anniversary of the Closing Date, Parent sells all or substantially all of the assets used by the Company, or the Company undergoes a Change of Control (as defined below), Parent shall, no later than thirty (30) days following any such sale or Change of Control, pay to Sellers the Additional Earnout Amount for each remaining Measurement Year whether or not the Target Revenue has been achieved.

  • The Seller and the Buyer shall instruct the Arbitrator to render, within thirty (30) days following its engagement, a written determination and report (based solely on presentations by the Seller and the Buyer to the Arbitrator, and not by independent review) as to the Disputed Items (excluding, for the avoidance of doubt, any item that is not set forth in a timely Objection Notice) and the resulting calculation of the Earnout Payment Calculation and the calculation of Additional Earnout.

  • The Sellers’ Representative shall distribute to the Sellers any Earnout Payment and Additional Earnout received pursuant to this Section 2.2(d) in accordance with their percentage interests in the Company as set forth in Schedule A.

  • The accounting firm selected by the Seller shall prepare a report stating whether the calculation of Earnout Payment and the Additional Earnout were correct or whether and to what extent an overcharge or underpayment was made.

  • During such thirty (30) day period, the Seller shall (on a confidential basis) have access to a copy of the records of the Buyer necessary to verify the Earnout Payment Calculation and the calculation of Additional Earnout.

  • The fees, costs and expenses of the determining accountant shall be paid by the party whose Earnout Payment and/or Additional Earnout Payment calculation, as the case may be, was different by the greater amount from that of the determining accountants Final Earnout Determination.


More Definitions of Additional Earnout

Additional Earnout means, for any Earnout Year in which the aggregate Revenues through such Earnout Year are greater than the Total Revenue Target, an amount equal to the sum of (x) the product of (A) 15% and (B) the aggregate Revenues through such Earnout Year minus the Total Revenue Target minus (y) any Additional Earnout paid for any prior Earnout Year. “Cumulative Revenue Percentage” and “Cumulative Revenue Target” for each Earnout Year is set forth in the table below: 2011 $ 20,799M 15 % 2012 $ 52,247M 37 % 2013 $ 92,759M 66 % 2014 $ 141,048M 100 %
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Additional Earnout has the meaning set forth in §2(a)(v).
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Additional Earnout means, for any Earnout Year in which the aggregate Annual Revenues through such Earnout Year are greater than the Total Revenue Target, an amount equal to the sum of (x) the product of
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Related to Additional Earnout

  • Additional Payment has the meaning given in clause 11.1 (Right to repay the Facility early).

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Additional Payments means additional amounts required to be paid to a holder of any Note pursuant to Section 13 by reason of a Change in Tax Law; and a “Change in Tax Law” means (individually or collectively with one or more prior changes) (i) an amendment to, or change in, any law, treaty, rule or regulation of Canada after the date of the Closing, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation after the date of the Closing, which amendment or change is in force and continuing and meets the opinion and certification requirements described below or (ii) in the case of any other jurisdiction that becomes a Taxing Jurisdiction after the date of the Closing, an amendment to, or change in, any law, treaty, rule or regulation of such jurisdiction, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation, in any case after such jurisdiction shall have become a Taxing Jurisdiction, which amendment or change is in force and continuing and meets such opinion and certification requirements. No such amendment or change shall constitute a Change in Tax Law unless the same would in the opinion of the Company (which shall be evidenced by an Officer’s Certificate of the Company and supported by a written opinion of counsel having recognized expertise in the field of taxation in the Taxing Jurisdiction, both of which shall be delivered to all holders of the Notes prior to or concurrently with the Tax Prepayment Notice in respect of such Change in Tax Law) affect the deduction or require the withholding of any Tax imposed by such Taxing Jurisdiction on any payment payable on the Notes.

  • Additional Compensation has the meaning set out in Section 13.3(1).

  • Additional Fees means, where applicable, those fees and charges for the Additional Goods/Services and additional costs and levies required from time to time and notified to you in advance, to provide adequately for the education and related activities and services provided to your Child/the Student, including but not limited to the costs of extra-curricular activities or special educational needs.