Second Earnout Amount definition

Second Earnout Amount means an amount of cash (and/or the Earnout Shares in the event that Capricorn Sub or any successor entity makes the Share Issuance Election): (A) in the event that Capricorn and its Affiliates (and any successor entity in respect of the Transferred Business) recognizes revenues attributable to FISH Purchase Orders, using the same GAAP accounting definitions, methods, practices and policies as used by Capricorn (or, if applicable, the successor entity) to prepare its audited financial statements in previous reporting years, including, without limitation, the period ended March 31, 2006 (“FISH Revenues”), during the Earnout Period in an amount equal to or in excess of RMB155,470,000 (“Second Earnout Target”), US$20,000,0000; and (B) in the event that Capricorn and its Affiliates (and any successor entity in respect of the Transferred Business) recognizes FISH Revenues during the Earnout Period in an amount less than Second Earnout Target, US$0;

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Second Earnout Amount has the meaning given in the Original Sale Agreement;

Second Earnout Amount means an amount equal to zero; (2) if New Enrollments during the Second Earnout Period are greater than the Second Earnout Threshold but less than the Second Earnout Target, then the “Second Earnout Amount” shall mean an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator

Examples of Second Earnout Amount in a sentence

The Second Earnout Payment shall be in the form of cash and/or ADS Stock, the proportional amount to be determined by ADS, having a value of 4.0 times the EBITDA for the Second Earnout Period, minus $450,000 (the "Second Earnout Amount").
The Sellers shall be entitled to (x) a payment of $5,000,000 (the "First Earnout Amount") from Purchaser in the event that Adjusted EBITDA for the First Earnout Period is equal to or in excess of $15,000,000 (the "EBITDA Minimum"), and (y) a payment of $5,000,000 (the "Second Earnout Amount", and together with the First Earnout Amount, if any, collectively the "Earnout Payment") from Purchaser in the event that Adjusted EBITDA for the Second Earnout Period is equal to or in excess of the EBITDA Minimum.
The Second Customer Earnout Amount shall be paid by Buyer within ten (10) days after final determination of the Second Earnout Amount pursuant to Section 2.6(c).
The Auditor's determination of the Second Earnout Amount shall be conclusive and binding on all parties hereto.
Should the Sellers' Agents accept the Second Earnout Computation or fail to give a Second Earnout Dispute Notice within such fifteen (15) business-day period, the proposed Second Earnout Amount set forth in the Second Earnout Computation shall be the Second Earnout Amount for all purposes under this Agreement.

More Definitions of Second Earnout Amount

Second Earnout Amount means [*].

Second Earnout Amount has the following meaning: (A) If the Recurring Net Revenue for the 2026 Earnout Period is less than the 2026 Earnout Threshold Floor, then the “Second Earnout Amount” shall mean an amount equal to zero. (B) If the Recurring Net Revenue for the 2026 Earnout Period is greater than the 2026 Earnout Threshold Floor and less than the 2026 Earnout Threshold Ceiling, then the “Second Earnout Amount” shall mean an amount equal to $4,166,666.67, multiplied by a fraction, (1) the numerator of which the Recurring Net Revenue for the 2026 Earnout Period, and (2) the denominator of which is the 2026 Earnout Target. (C) If (1) the Recurring Net Revenue for the 2026 Earnout Period is greater than the 2026 Earnout Threshold Ceiling, or (2) an Earnout Default Event is finally determined pursuant to this Section 1.14 to have occurred during the 2026 Earnout Period (regardless of when such final determination occurs), then the “Second Earnout Amount” shall mean an amount equal to $5,416,666.67.

Second Earnout Amount means an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator

Second Earnout Amount means an amount equal to the product of (i) the Second Earnout Revenue and (ii) two (2); provided, however, if the sum of the First Earnout Amount and the Second Earnout Amount exceeds $200,000,000, the Second Earnout Amount shall be deemed equal to $200,000,000 minus the First Earnout Amount.

Second Earnout Amount means $2.5 million.

Second Earnout Amount means $1,250,000.

Second Earnout Amount means the lesser of the (i) Second Earnout Base and (ii) the difference between (A) Thirteen Million Five Hundred Thousand Dollars ($13,500,000) less (B) the First Earnout Amount.