Earn-Out Consideration. (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.
Earn-Out Consideration. Following the Closing, Purchasers shall pay or cause Newco to pay to APIL the Earn-Out Consideration, in accordance with the terms of Exhibit E.
Earn-Out Consideration. (a) The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows:
Earn-Out Consideration. (a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date,
Earn-Out Consideration. (a) The Seller shall be entitled to earn additional consideration (the “Earn-Out”) during the Complete Earn-Out Period (as defined below), in an amount up to $1,035,000 in the aggregate payable in cash in accordance with the terms of this Section 1.5 (the “Earn-Out Consideration”).
Earn-Out Consideration. (a) The Shareholders shall be entitled to earn additional consideration (the "EARN-OUT") during the Complete Earn-Out Period (as defined below), in an amount, up to $900,000 in the aggregate, payable in cash in accordance with the terms of this Section 1.4 (the "EARN-OUT CONSIDERATION").
Earn-Out Consideration. (a) Not later than February 13, 2011, Buyer shall assess and calculate the Profiler Product Bookings for the period beginning on the January 1, 2010 and ending on December 31, 2010 (the “Measurement Period”) and shall prepare or cause to be prepared and deliver or cause to be delivered to Seller a written statement (the “Earn Out Analysis Statement”) setting forth Buyer’s final calculation of the Profiler Product Bookings, together with such documentation as may be reasonably necessary to support such calculation. If the Profiler Product Bookings during the Measurement Period shall exceed $8,000,000, then as soon as practicable, which shall be no later than 30 business days following the earlier of (i) the resolution of any disputes pursuant to Section 3.4(c), (ii) the expiration of the time period during which Seller may deliver the Earn Out Objection Notice pursuant to Section 3.4(b) and (iii) the written waiver by Seller of the time period during which Seller may deliver the Earn Out Objection Notice pursuant to Section 3.4(c), Buyer shall pay or cause to be paid to Seller the Earn Out Consideration.
Earn-Out Consideration. 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule.
Earn-Out Consideration. Subject to the terms and conditions of this Agreement, the Purchaser will pay, or will cause the Company to pay, to Nyrstar the earn-out consideration in respect of the Earn-Out Period (the “Earn-Out Consideration”) as additional consideration for the sale of the Company pursuant to the Share Purchase Agreement, which obligations will be guaranteed by GPS in accordance with the Share Purchase Agreement. Subject to clause 2.5, the Earn-Out Consideration will be determined and paid as follows:
Earn-Out Consideration. For purposes of this Section 1.05, all EBITDA calculations shall include both the Business and the business of Terra Contracting Services, LLC (“Terra”), and shall be calculated in accordance with Schedule B attached hereto.
