Earnout Amount. The Earnout Amount is 1,560,760 Parent Shares (the “Earnout Amount”). The Earnout Amount shall be earned when Parent or its Affiliates or a Licensee, acquirer or other transferee of Parent (collectively “Milestone Obligors”) complete an aggregate of two thousand five hundred (2,500) Commercial Tests in the United States no later than six (6) years after the Closing Date (“Earnout Milestone”). Subject to the preceding sentence, Parent shall pay the Earnout Amount by issuing such shares and then distributing such shares in accordance with Sections 1.6 and 1.10. Parent shall cause such distribution to occur within thirty (30) days of the date the Earnout Amount is earned (the “Earnout Amount Payment Date”). The Earnout Amount will be subject to set-off or reduction for payment of Losses determined to be owed to the Parent Indemnified Parties that are otherwise payable pursuant to Section 7.3(b)(y)(ii) (and the limitations set forth therein) prior to the Earnout Amount Payment Date.
Earnout Amount. At Seller’s option:
Earnout Amount. Seller shall be entitled to a 2021 Earnout Amount if the Business EBITDA achieved by the Business in the twelve (12)-month period ending on December 31, 2021 (the “2021 Earnout Period” and the Business EBITDA during such period, the “2021 EBITDA”) exceeds the 2020 EBITDA. The “2021 Earnout Amount,” if any, shall equal the product of ten (10) multiplied by the amount by which the 2021 EBITDA exceeds the 2020 EBITDA; provided, however, that (i) if the 2020 EBITDA is less than the Base EBITDA, the 2021 Earnout Amount shall be equal to the product of ten (10) multiplied by the amount by which the 2021 EBITDA exceeds the Base EBITDA and (ii) if the 2020 EBITDA was greater than $22,466,667, then the 2021 Earnout Amount shall be equal to the product of ten (10) multiplied by the amount by which the 2021 EBITDA exceeds $22,466,667; provided, further, that the 2021 Earnout Amount shall in no event exceed $30,000,000. For the avoidance of doubt, if the 2021 EBITDA is less than (x) the lesser of $22,466,667 and the 2020 EBITDA or (y) the Base EBITDA, then the Seller shall not be entitled to any 2021 Earnout Amount. The 2021 Earnout Amount shall be payable in cash.
Earnout Amount. (a) For purposes of this Agreement:
Earnout Amount. As part of the Merger Consideration, Parent will pay the Earnout Amount in accordance with the provisions of this Section 1.7(b).
Earnout Amount. The Aggregate Earnout Amount shall mean the number determined by multiplying 1.6 by either (i) the EBITDA of the Company during calendar year 1999 or (ii) in the event that the Subsequent Closing Date is accelerated pursuant to Section 1.1(a)(ii) above, the annualized EBITDA of the Company over the six full calendar months preceding the date of the Change of Control Transaction of Buyer. For purposes of this Agreement, EBITDA shall mean the earnings of the Company before interest, taxes, depreciation and amortization all as determined in accordance with generally accepted accounting principles ("GAAP") by the outside independent auditors of Buyer.
Earnout Amount. 2.4.1. Within thirty (30) days after the second (2nd) anniversary of the Closing Date, Purchaser shall deliver to HFP Seller and CSB Seller (collectively, “Earnout Seller”) a notice (the “Earnout Payment Notice”) setting forth a detailed calculation of EBITDA (as adjusted, if applicable, for any adjustments required under Section 2.4.5 below) for the twelve (12) calendar months that ended on, or immediately prior to the second (2nd) anniversary of the Closing Date (“Year 2 EBITDA”), which such Year 2 EBITDA shall be calculated based on the Hotel’s Financial Statements for such calendar months, together with a copy of such Financial Statements. In the event that the Year 2 EBITDA equals or exceeds the Earnout Target EBITDA, then Purchaser shall pay to Earnout Seller on the Earnout Payment Date, by wire transfer of immediately available funds to such accounts as Earnout Seller may direct, an amount equal to the Earnout Amount.
Earnout Amount. (a) In addition to the consideration described in Section 4.02 above, the Surviving Corporation will pay to the Shareholders an earnout (the "Earnout") as follows:
Earnout Amount. (a) For each Earnout Measurement Period, the Earnout Amount payable in cash to the Representative to be allocated among and further distributed to Sellers according to Sellers’ Pro Rata Percentages shall be as follows:
Earnout Amount. The Earnout Amount shall be equal to (a) actual EBITDA for the Earnout Period multiplied by six, minus (b) the Up-Front Purchase Price; provided, however, (i) if actual EBITDA for the four months ended December 31, 2001 (the period is hereinafter referred to as the “2001 Period,” and the amount is hereinafter referred to as the “2001 EBITDA”) is less than $1,900,000, the Earnout Amount shall be reduced by an amount equal to six multiplied by the amount by which 2001 EBITDA is less than $1,900,000 or (ii) if 2001 EBITDA is greater than $2,500,000, the Earnout Amount shall be increased by an amount equal to six multiplied by the amount by which 2001 EBITDA is greater than $2,500,000. Notwithstanding the foregoing, the Earnout Amount shall not exceed $60,000,000 less the Up-Front Purchase Price. By way of example only, Exhibit B attached hereto, sets forth example calculations for four scenarios.
