Earnout Payments Sample Clauses

Earnout Payments. (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:
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Earnout Payments. 1.10.(a) The Merger Consideration shall include, if earned, up to two additional payments (each, an “Earnout Payment”, and collectively, the “Earnout Payments”) based upon the Surviving Corporation’s Adjusted Earnings as follows:
Earnout Payments. (a) For the period beginning on the Closing Date and lasting until the eighteen month anniversary of the Closing Date (the “Earnout Period”), Buyer shall pay to the Seller, at the end of each fiscal quarter, in accordance with this Section 2.07, an amount (each an “Earnout Payment” and together the “Earnout Payments”) calculated by multiplying the Total ClearStory Revenues for such period by 30%. Notwithstanding anything herein to the contrary, as relates to the first $750,000 in accrued Earnout Payments (“Initial Earnout Payment”), such Initial Earnout Payment shall be held-back by Buyer and shall not be paid until twelve months after the Closing Date (“Initial Earnout Due Date”); provided, however, that Buyer shall have the right to offset against such Initial Earnout Payment any Damages owed by Seller to the Buyer as and to the extent set forth in Article XI. After payment of any such Damages and resolution of any such unresolved claim, any amount of the Initial Earnout Payments remaining owed to the Seller with respect to such claim shall be promptly paid to Seller by the Buyer. For avoidance of doubt, the parties acknowledge and agree that only the Initial Earnout Payment shall be subject to Buyer’s right of offset as aforesaid and nothing in the immediately preceding sentence shall affect the timing of, or Seller’s right to receive, any Earnout Payment other than the Initial Earnout Payment.
Earnout Payments. In the event that, at any time following the Closing Date, the Equityholders, Bonus Recipients or Convertible Noteholders become entitled to receive any portion of the Earnout Consideration pursuant to this Section 2.13 (each, an “Earnout Payment”), Parent shall (i) deposit and issue to Parent’s transfer agent a number of shares of Parent Common Stock equal to the number of Earnout Shares issuable to the Founders with respect to such Earnout Payment as set forth in the Distribution Waterfall, issued in the names of such Founders in book-entry form; provided, however, notwithstanding any other provision of this Agreement in no event shall the aggregate number of shares of Parent Common Stock to be issued pursuant to this Agreement exceed 19.99% of the total outstanding shares of Parent Common Stock as of immediately prior to the Effective Time, (ii) deliver to the Company Stockholders (other than the holders of Dissenting Stock) and in accordance with Pro Rata Deferred Payment Shares, cash in an amount equal to the Earnout Cash Amount payable to such Company Stockholders with respect to such Earnout Payment as set forth in the Distribution Waterfall, and (iii) deliver to the Surviving Corporation (for the benefit of the Optionholders, Bonus Recipients and Convertible Noteholders, and in accordance with the Pro Rata Deferred Payment Shares), cash in an amount equal to the Earnout Cash Amount payable to such Optionholders, Bonus Recipients and Convertible Noteholders with respect to such Earnout Payment as set forth in the Distribution Waterfall; provided, however, that if such Earnout Payment represents Earnout Consideration payable pursuant to Section 2.13(b)(i) above, then (x) a number of Earnout Shares equal to fifteen percent (15%) of all Earnout Shares comprising such Earnout Payment (the “Earnout Escrow Shares”) and (y) an amount in cash equal to fifteen percent (15%) of the Earnout Cash Amount comprising such Earnout Payment (the “Earnout Escrow Cash Amount”) shall not be issued or paid to the Equityholders, Bonus Recipients or Convertible Noteholders and shall instead be delivered by Parent to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account in accordance with the provisions of the Escrow Agreement. Parent shall deliver each such Earnout Payment not later than thirty (30) days after the filing of Parent’s Annual Report on Form 10-K with the U.S. Securities and Exchange Commission for the fiscal year during which the applicable E...
Earnout Payments. The Company shall, and shall cause the Companies and their respective Affiliates to, comply with the terms and conditions of Section 1.7 of the Dakota Merger Agreement. The Company will act in good faith and not intentionally interfere or influence or otherwise take any action not in the ordinary course of business in such a way as to prevent or delay the payment of the Dakota Earnout, or cause such payment to be greater than the amount that would otherwise have been payable pursuant to Dakota Merger Agreement had the Company not taken such action. The Company hereby acknowledges its assumption of all of the obligations of Envoy relating to earnout payments under the CPS Merger Agreement.
Earnout Payments. The Sellers shall be eligible to receive in the future additional, deferred consideration payable by the Purchaser based on achievement by the Company of the Threshold for Company Net Income during the Earnout Period. The amount of the Earn-Out Payment payable to the Sellers with respect to each of the years ending as of such dates determined herein. Such amounts will be payable to the Sellers if and only if the Company is able to meet the requirements and achieve the Threshold for Company Net Income set forth in Section 1.5.
Earnout Payments. If Cumulative EBITDA (as finally determined pursuant to Section 3.4(b)(ii)) is equal to or greater than $30,000,000 (as such amount may be adjusted pursuant to Section 3.4(a)(iii), the “EBITDA Target Amount”), the Purchaser shall pay to Sellers an amount equal to the sum of (i) $10,000,000 plus (ii) the product of (x) $1.50 multiplied by (y) an amount equal to Cumulative EBITDA minus the EBITDA Target Amount (the “Earnout Payment”); provided, however, that in no event shall the Earnout Payment exceed $25,000,000. For avoidance of doubt, if the Earnout Statement (as finally determined pursuant to Section 3.4(b)) reflects Cumulative EBITDA of less than the EBITDA Target Amount, no Earnout Payment shall be due.
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Earnout Payments. An earn-out of up to an additional Twenty-Seven and One-half Million Dollars ($27,500,000) payable in cash, or, at Buyer’s sole discretion, in shares of Buyer’s common stock calculated by dividing the amount earned by the Augme Average Price as of the first anniversary of the Closing Date, contingent upon meeting certain performance requirements with respect to the operation of the Assets and the Business, as more specifically set forth in subparagraphs (i) and (ii) below (the “Earnout”); provided that under no circumstances shall the form of payment of any Earnout include an amount of cash that would cause the Contemplated Transactions to fail to qualify as a tax free reorganization under Section 368(a)(1)(C) of the Code and the regulations related thereto.
Earnout Payments. (a) Buyer shall pay to Seller an earnout equal to [**] of the Business Revenue plus [**] of Net Sales (each such payment, an “Earnout Payment”); provided that in no event shall the aggregate amount of the Earnout Payments exceed [**].
Earnout Payments. (a) The Company Holders shall be entitled to an Earnout Payment with respect to each Earnout Period, payable solely in Earnout Shares, on or before each Earnout Payment Date, if (and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period) is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period; such Earnout Payment to be calculated as follows:
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