Final Earnout Amount definition

Final Earnout Amount has the meaning set forth in Section 1.7(d).
Sample 1
Final Earnout Amount means such portion of the Earnout Consideration that is finally determined to be payable to the Stockholders pursuant to Sections 8.1(c) and 8.2 hereof, minus, Excess Losses (as defined in Section 7.4(b)), if any.
Sample 1
Final Earnout Amount shall equal (i) the Earnout Amount set forth in the Earnout Statement, if the Shareholder Representative does not timely deliver a Earnout Dispute Notice prior to the Earnout Dispute Deadline, (ii) the Earnout Amount as mutually agreed upon by the Purchaser and the Shareholder Representative following the timely delivery of a Earnout Dispute Notice in accordance with the provisions hereof or (iii) the Accountant’s Earnout Amount, if the Independent Accountant is engaged and delivers a calculation of Accountant’s Earnout Amount in accordance with the provisions hereof. The costs of the Independent Accountant shall be borne as follows: 50% shall be borne by the Purchaser and 50% shall be proportionately borne by the Shareholders and may be paid with the Purchaser’s consent from the Escrow Fund.
Sample 1

Examples of Final Earnout Amount in a sentence

  • By way of further example and for the avoidance of doubt, if Xxxxxxxx during the Earnout Period were equal to 80% of the Earnout Xxxxxxxx Target, the Final Earnout Amount would equal $36 million.

  • For purposes of the second preceding sentence, except as otherwise set forth on Schedule III, "Fair Market Value" will be determined as of the relevant Final Earnout Amount Determination Date (the "Value Date").

  • Following the Earnout Determination Date, if less than the full potential earnout will be payable to the Shareholders, the Shareholder Representative shall promptly deliver to the Purchaser an updated Spreadsheet (in form and substance reasonably acceptable to Purchaser) indicating the exact allocation of the Final Earnout Amount among the Shareholders in accordance with the Required Consideration Allocation..

  • Purchaser shall deliver any Earnout Amount for any Earnout Period (as defined below) to Seller within five business days after the Final Earnout Amount Determination Date for such period.

  • Notwithstanding anything to the contrary contained in this Agreement, in the event Parent shall consummate any transaction pursuant to which all or substantially all of the business, properties or assets of Parent are transferred to another person not directly or indirectly controlled by Parent, whether by merger, purchase of assets, tender offer or otherwise (an “Acquisition Transaction”), the Final Earnout Amount shall be paid in cash.

  • The Final Earnout Amount shall be calculated on a linear scale based on Xxxxxxxx of between $0 and the Earnout Xxxxxxxx Target (as such term is defined in Annex A attached hereto) during the Earnout Period, with the Final Earnout Amount being equal to zero ($0) if Xxxxxxxx equal $0 and equal to $45 million if Xxxxxxxx equal the Earnout Xxxxxxxx Target.

  • Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in no event shall the Final Earnout Amount exceed the Earnout Consideration.


More Definitions of Final Earnout Amount

Final Earnout Amount is defined in Section 6.5(e).
Sample 1
Final Earnout Amount shall have the meaning ascribed to such term in Section 3(d).
Sample 1
Final Earnout Amount means: (i) if no Earnout Dispute Notice has been timely delivered by Seller with respect to an Earnout Statement, then the Earnout Amount originally submitted by Purchaser in the Earnout Statement; or (ii) if the Earnout Dispute Notice has been timely delivered by Seller, then as adjusted pursuant to the resolution of such dispute in accordance with this Section 1.7. Purchaser shall, within three (3) Business Days after the determination of the Final Earnout Amount pursuant to this Section 1.7, if any, pay to Seller the Final Earnout Amount in accordance with Section 1.3(b).
Sample 1
Final Earnout Amount means a Proposed Earnout Amount as finally determined pursuant to this Section 2.7 or as otherwise agreed in writing by Acquiror and the API Representative.
Sample 1
Final Earnout Amount means the Earnout Amount determined based on the Final Earnout Period EBIT.
Sample 1

Related to Final Earnout Amount

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Payment Amount has the meaning specified in Section 6.1.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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

  • Net Amount means the Distribution Amount less the sum of all quarterly payments received by the COP Swap Counterparties under the COP Swap Collateral Agreement in respect of amounts owed under the COP Swap Agreements since January 1, 2014.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Minimum Disbursement Amount means Twenty-Five Thousand and No/100 Dollars ($25,000).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Accrual Distribution Amount As to any Distribution Date prior to the applicable Accretion Termination Date and any Class of Accrual Certificates, an amount equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual Certificates of the Current Class A Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the applicable Accretion Termination Date, zero.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.