Earn-Out. As part of the Purchase Price payable hereunder, Purchaser shall pay to Seller $3,000,000 (the “Earn-Out Payment”) in cash as an earn-out payment to be determined as follows: (a)The Earn-Out Payment shall be based on the outstanding principal balance (including Poolable Advances) of Mortgage Loans that are issued by the Company into GNMA HMBS pools for securitization of Mortgage Loans for the six-month period ending on December 31, 2013, as set forth on the production reports produced by management of the Company for such period. If the Company issues a number of such Mortgage Loans during such six-month period with an aggregate outstanding principal balance (including Poolable Advances) of at least $659,389,000, Purchaser shall pay to Seller $3,000,000 in cash in accordance with Section 3.5(b) below. 18 (b)No later than 30 days after the end of the period on which an Earn-Out Payment is based or the Closing occurs, whichever is later, Purchaser will deliver to Seller a notice (the “Earn-Out Notice”) setting forth Purchaser’s calculation of the outstanding principal balance (including Poolable Advances) of Mortgage Loans that were issued by the Company into GNMA HMBS pools for securitization of Mortgage Loans for the applicable period. If Seller is entitled to the Earn-Out Payment, Purchaser shall make the Earn-Out Payment within 10 Business Days after delivery of the Earn-Out Notice. If Seller is not entitled to the Earn-Out Payment, and Seller disagrees with the Purchaser’s calculation, Seller shall notify Purchaser no later than 15 days after the Earn-Out Notice is delivered of its objections and the basis therefor in reasonable detail. Failure of Seller to notify Purchaser of disagreement with the matters set forth in the Earn-Out Notice within 15 days after delivery of the Earn-Out Notice shall be deemed to be concurrence. If an objection is made, Purchaser and Seller will negotiate in good faith to reach an agreement regarding the matters in dispute. Purchaser shall provide Seller and its Affiliates and their authorized Representatives with reasonable access to the relevant books, records, facilities, employees and representatives of the Company reasonably requested by Seller to evaluate and assess the calculation of the Statements, in each case subject to the terms and conditions set forth in Section 6.2. If Seller and Purchaser are unable to resolve such dispute within 30 days, the disputed item(s) shall be submitted to a neutral and impartial, nat...
Earn-Out. Nothing in this Agreement shall affect Executive's right to Earn-Out payments under the Stock Purchase Agreement.
Earn-Out. In addition to the Cash Portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to this Section 2.1, the Shareholders shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.1(n).
Earn-Out. If, following the Closing, a minimum average monthly gross revenue of $1.2 million (the “Revenue Target”) during the three-month period immediately preceding the 90-day anniversary of the Closing Date (the “Earn-Out Period”) at a minimum 28% Gross Margin (as defined below)(the “Margin Target”) has been earned from the operations of the Business, then Xxxxxxx Xxxx (being the Stockholder to whom the entire right to receive the Earn-Out Payment (as defined below) has been allocated pursuant to Section 2.7) shall be paid the Earn-Out Target Payment. If the Business during the Earn-Out Period fails to achieve the Revenue Target and the Margin Target, Xxxxxxx Xxxx shall receive the same percentage of the Earn-Out Target Payment as the actual revenues achieved therefrom bears to the Revenue Target, provided that the average monthly revenues for the Earn-Out Period are not less than $750,000 and the Margin Target is achieved with respect to such revenues. Notwithstanding the foregoing, the Earn-Out Target Payment shall be paid (i) in the event that gross revenues from the Business in the month of August 2007 is at least $1.5 million and the Margin Target is met, (ii) in the event the gross revenues from the Business during any calendar month of the Earn-Out Period is at least $1.5 million (the “Super Revenue Target”) and the Margin Target is met or (iii) upon termination of Xxxxxxx Xxxx without “cause” or resignation of Xxxxxxx Xxxx for “good reason” during the Earn-Out Period (each as defined in the Xxxx Employment Agreement). The payment made to Xxxxxxx Xxxx under this Section 2.10 is sometimes hereinafter referred to as the “Earn-Out Payment.” For the absence of doubt, only one Earn-Out Payment shall be payable. As used herein “Gross Margin” shall mean advertising revenues minus publisher payments; provided, however, as a condition to the payment of the Earn-Out Payment pursuant to clause (i) above only, write-offs for bad debts shall not exceed 5% of revenues during the Earn-Out Period. Xxxxxxx Xxxx shall have the full authority to conduct the Business, including the management of day-to-day affairs thereof, during the Earn-Out Period in a manner consistent with the conduct of the Business before the closing; provided such Business is conducted in accordance with applicable Laws. Within 15 days after the end of the Earn-Out Period, or, in the event that the Earn-Out Payment is earned in the month of August 2007 pursuant to clause (i) above, on or before Septem...
Earn-Out. (a) Subject to Sections 3.3(b), (c) and (d), Buyer shall pay to Seller [****] percent ([****]%) of aggregate worldwide annual Net Sales of Product by Buyer, its Affiliates or Licensees, or any Third Party acting on behalf of Buyer, its Affiliates or Licensees of all Products in a given calendar year during the Earn-Out Term.
Earn-Out. (a) If prior to the Closing Date, (i) the Company has elected to protest the March 2004 loss of the Defense Advanced Research Projects Agency (“DARPA”) Contract – solicitation number N00174-03-R-0044 (the “DARPA Contract”) through litigation or other administrative procedure (the “Protest”), (ii) such Protest has not been finally and non-appealably resolved as of the Closing Date and (iii) as a result of such Protest the Company, or any of its successors or Affiliates, is, on or before the final and non-appealable resolution of the Protest (“Earn-Out End Date”), awarded a contract by DARPA (the “Earn-Out Contract”) for similar work as the DARPA Contract and for the same customer as the DARPA Contract, with such work being of at least the same value as the DARPA Contract, namely with an estimated total gross revenue during the term of the Earn-Out Contract of at least Thirty One Million Two Hundred Thirteen Thousand Eight Hundred Fifty Dollars ($31,213,850) (the “Target Earn-Out Contract Requirements”), then Purchaser shall have an obligation (the “Earn-Out Obligation”) to pay to the Sellers, within sixty (60) business days after the final and non-appealable award of the Earn-Out Contract to the Company, or any of its successors or Affiliates, (i) Five Hundred Thousand Dollars ($500,000) (the “Maximum Earn-Out Cash Payment”) and (ii) such number of shares of Purchaser Common Stock having a value of One Million Five Hundred Thousand Dollars ($1,500,000), with such value being determined in accordance with the Earn-Out Valuation (the “Maximum Earn-Out Purchaser Common Shares”) ((i) and (ii) together are referred to as the “Maximum Earn-Out Consideration”). In the event that the actual estimated total gross revenue during the term of the Earn-Out Contract (the “Actual Earn-Out Contract Requirements”) is for a greater amount of estimated total gross revenue during the term of the Earn-Out Contract than the Target Earn-Out Contract Requirements, Purchaser shall have an Earn-Out Obligation to the Sellers equal to the Maximum Earn-Out Consideration. In the event that the Actual Earn-Out Contract Requirements are for a lower amount of estimated total gross revenue during the term of the Earn-Out Contract than the Target Earn-Out Contract Requirements, Purchaser shall have a reduced Earn-Out Obligation to the Sellers (the “Actual Earn-Out Consideration”) determined as follows: The Maximum Earn-Out Consideration shall be multiplied by a fraction, the numerator of whi...
Earn-Out. (a) As part of the Acquisition Consideration, Purchaser shall pay Earn-Out Payments, if any are earned, on the following terms and conditions: (i) for each of the 2017 calendar year (the “2017 Earn-Out Period”) and the 2018 calendar year (the “2018 Earn-Out Period”) (each such earn-out period, an “Earn-Out Period” and collectively, the “Earn-Out Term”), Purchaser shall pay to those employees listed on Schedule 1.3 and remaining with the Company following Closing and at the time of the applicable Earn-Out Payment (the “Key Employees”) an amount of restricted shares of Purchaser common stock equal to such percentage (up to 120%) of the 2017 Revenue Target or 2018 Revenue Target achieved, respectively, multiplied by the quotient of (x) $600,000 divided by 80% of the OTCQB marketplace (or Nasdaq Stock Market or any national exchange or marketplace on which shares are traded) closing price per share of Purchaser’s common stock on the date of the applicable Earn-Out Payment, and (ii) for each Earn-Out Period as applicable, Purchaser shall pay to the Key Employees an amount of restricted shares of Purchaser common stock equal to such percentage (up to 120%) of the 2017 EBITDA Target or 2018 EBITDA Target achieved, respectively, multiplied by the quotient of (x) $600,000 divided by (y) 80% of the OTCQB marketplace (or Nasdaq Stock Market or any national exchange or marketplace on which shares are traded) closing price per share of Purchaser’s common stock on the date of the applicable Earn-Out Payment (each such payment by the Purchaser to the Key Employees in respect of the achievement of the 2017 Revenue Target, 2018 Revenue Target, 2017 EBITDA Target or 2018 EBITDA Target, an “Earn-Out Payment”).
Earn-Out. The Executive will be entitled to receive an additional issue of common stock in GAC as a consequences of the BMI entities reaching or exceeding pre-defined sales targets for the years 2014, 2015 and 2016 as defined in Appendix B.
Earn-Out. (a) Earn-out Criteria. For the period of time commencing on the Closing Date and terminating three years thereafter (the "Earn-Out Measurement Period"), the Stockholders shall be entitled to receive as additional consideration for the Company Shares a number of additional Bridgetech Shares calculated in accordance with Section 1.3(b) hereof (the "Earn-Out Shares") depending on the extent to which the Company meets the following performance criteria:
Earn-Out. (a) Subject to the terms and conditions of this Section 2.6, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms of Section 2.2 as follows (any such issuable Earn Out Units, “Earned Earn Out Units”):
