Notional Payment definition
Examples of Notional Payment in a sentence
Any payment of Contingent Merger Consideration to Eligible Earnout Recipients that held Cash-Out Options or BSA Escrowed Options, as applicable, at the Effective Time shall be based upon an initial determination by Parent of the Core Business Revenue for such Fiscal Year then ended and the Earnout Notional Payment Amount and Earnout Payment Amount, if any, for such Fiscal Year then ended (the “Preliminary Determination”).
Notwithstanding anything to the contrary set forth herein, when determining the actual Core Business Revenue for such Fiscal Year then ended or the actual Earnout Notional Payment Amount and Earnout Payment amount, if any, for such Fiscal Year then ended, in no event shall Parent be bound by the Preliminary Determination of the Core Business Revenue or the Earnout Notional Payment Amount or the Earnout Payment Amount, if any, with respect such Fiscal Year then ended.
Any such written agreement shall be signed by Parent and the Stockholders’ Committee and shall include a revised Annual Earnout Statement (a “Revised Annual Earnout Statement”) reflecting such resolution, including the agreed-upon Earnout Notional Payment Amount and Earnout Payment Amount, if any, for such Fiscal Year.