Maximum Earnout Amount definition

Maximum Earnout Amount has the meaning set forth in Section 2.7(g)(vii).

Maximum Earnout Amount means One Hundred Fifty Million Dollars ($150,000,000).

Maximum Earnout Amount has the meaning set forth in Section 2.05(b).

Examples of Maximum Earnout Amount in a sentence

• Upon (i) distributing Earnout Payments equal to the Maximum Earnout Amount, (ii) the payment of the Earnout Payment with respect to Earnout Year Five or (iii) the consummation of an Extraordinary Transaction and the payment to the Company Holders of the amounts specified in Section 2.7(l), Buyer’s obligation to make any additional or future Earnout Payments pursuant to the terms and conditions of this Agreement shall cease and the rights of the Company Holders to receive Earnout Payments shall terminate.

• In the event that Buyer and Seller are unable to reach agreement on the Change in Control Share Consideration Amount prior to the occurrence of a Change in Control, the Change in Control Share Consideration Amount shall be equal to the Maximum Earnout Amount and be made in the form of FM Ordinary Shares (the "Maximum Earnout Share Consideration").

• Chairman Hodge opened the floor to Board members to discuss each firm.

• If the conditions set forth in Section 1.2(d) above have been satisfied before the Outside Date and the Earnout Disbursement is made in the amount of the Maximum Earnout Amount, the amounts remaining in the Earnout Reserve shall be disbursed to Borrower.

• If there is a Taking or an Event of Loss during the Earnout Period, Buyer shall be entitled to receive eighty percent (80%) of any condemnation award received by the Company or Seller for such Taking and one hundred percent (100%) of any insurance proceeds attributed to such Event of Loss that are not used by the Company to restore, repair or replace any damaged property or assets, and any such amount(s) received by Buyer shall be deemed an Earnout Payment credited against the Maximum Earnout Amount.

More Definitions of Maximum Earnout Amount

Maximum Earnout Amount for each applicable Level shall be calculated by multiplying the Incremental Adjusted EBITDA applicable to such Level (column (3) in the chart above) by the Applicable Earnout Multiple applicable to such Level (column (4) in the chart above). For example, if the Total Revenue for the Earnout Period is $280,000,000 and the Incremental Adjusted EBITDA is $5,000,000, then the Applicable Earnout Amount shall be $30,300,000, representing the sum of $24,000,000 (the Maximum Earnout Amount for Xxxxx 0, calculated as $4,000,000 multiplied by 6.0) plus $6,300,000 (the Maximum Earnout Amount for Xxxxx 0, calculated as $1,000,000 multiplied by 6.3). For further example, if the Total Revenue for the Earnout Period is $275,000,000 and the Incremental Adjusted EBITDA is $5,000,000, then the Applicable Earnout Amount shall be $24,000,000 (the Maximum Earnout Amount for Xxxxx 0, calculated as $4,000,000 multiplied by 6.0).

Maximum Earnout Amount means an amount equal to $15,000,000.

Maximum Earnout Amount means for each applicable period shown below, the following amount: Interim Period * Twelve months ending December 31, 2004 * "Pro Rata Amount" means, for any Contingent Payment for which it is determined, a dollar amount equal to the product of (a) the Maximum Earnout Amount multiplied by (b) (i) the difference between Gross Profit minus the Base Amount, divided by (ii) the difference between the Target Amount minus the Base Amount. * Indicates confidential text omitted and filed separately with the Securities and Exchange Commission

Maximum Earnout Amount means $15,000,000. The Maximum Earnout Amount shall be adjusted pursuant to Section 2.2 (b)(iv).

Maximum Earnout Amount means Thirty Five Million Dollars (CAD$35,000,000).

Maximum Earnout Amount means $65,000,000 less the Base Amount plus the Tax Credit Amount. “Measurement Date” means the last day of the Measurement Period.

Maximum Earnout Amount means $3,500,000 less the Documentation Adjustment Amount (as defined below), (B) "Minimum Earnout Amount" means $2,000,000 less the Documentation Adjustment Amount and (C) "Documentation Adjustment Amount" means the lesser of (I) $500,000 and (II) the reasonable documented cost incurred by Buyer (including, without limitation, out-of-pocket expenses and allocated time of Buyer's employees at their respective burdened cost) to develop, prepare and complete internal documentation and test and acceptance plans for the versions of the Software in existence as of the date hereof (including, without limitation, VisualImpact Release 4.0) in accordance with TEAM Method and Carnegie Mellon University's System Engineering Institute's published standards; provided, however, that Buyer shall provide to BSI a written summary, in reasonable detail, of all such incurred costs, and BSI shall be entitled to review such reported costs with Buyer.