The Earnout Sample Clauses

The Earnout. The Additional Tax Liability shall be determined as follows. Within ninety (90) days after the Closing, Sellers shall furnish written evidence to Buyer of the additional amount (the "Additional Tax Liability") which Sellers must receive so that, after giving effect to any taxes thereon, the aggregate amount received by the Owners after the Sellers pay all taxes legally required to be paid (including income, sales and transfer taxes) in respect of the Purchase Price and the Owners pay all taxes upon receipt of such amount following the liquidation of the Sellers is equal to the aggregate amount which would have been received by the Owners on an after-tax basis if the transactions contemplated hereby had been structured as a sale of equity in the Sellers by the Owners for the Purchase Price (exclusive of the Additional Tax Liability) rather than a sale of assets by the Sellers followed by the liquidation of the Sellers. Buyer shall review the calculation of such Additional Tax Liability within thirty (30) days after receipt thereof and notify Sellers of any discrepancy. If there is a discrepancy, and Buyer and Sellers cannot solve such discrepancy within thirty (30) days thereafter, then Sellers and Buyers shall mutually agree on an independent certified public accounting firm acceptable to both, if any, to review such calculation and make a determination. Such accounting firm's conclusion as to the Additional Tax Liability shall be conclusive. Sellers and Buyer shall share equally in the expenses of retaining such accounting firm unless such accounting firm determines that another allocation is more equitable. Upon such final determination, Buyer shall within ten (10) days thereafter, pay the entire amount of such Additional Tax Liability to Sellers. An example of the calculation of the Additional Tax Liability is attached as Schedule 2.3. The Earnout shall be determined as follows. The Buyer and the Buyer's accountants shall determine EPD Temp Division EBITDA, if any, for the twelve (12) month time period beginning on October 1, 1997 and ending September 30, 1998 (the "1998 Earnout Period"), and likewise for the next two consecutive twelve (12) month periods of October 1, 1998 through September 30, 1999 (the "1999 Earnout Period"), and October 1, 1999 through September 30, 2000 (the "2000 Earnout Period"). Such determination shall be made within thirty (30) days after each September 30 date, and the results thereof forwarded to Sellers together with suppor...
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The Earnout. (a) In the event that the Average Unit Contribution relating to the CantaMia Property as of December 31, 2014 (the “Milestone Date”) equals to or is greater than $87,603 (the “Minimum Average Unit Contribution Threshold”) and the Project Contribution relating to the CantaMia Property as of the Milestone Date exceeds $59 million (subject to prior adjustment pursuant to Section 2(c), the “Minimum Project Contribution Threshold”), the Recipients shall be entitled to receive, and the Issuer shall issue to the Recipients, such number of shares of Issuer Stock equal to the Earnout Amount (as defined below), divided by the Issue Price (the “Earnout Shares”).
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The Earnout. The Exchange Consideration shall be adjusted up in the ----------- event the amount of the Earnout is greater than zero. The Earnout shall be calculated for the twelve accounting months period which commences on the first day of the first accounting month following the Closing (the "Earnout Period") with respect to the EBITDA (meaning net income before interest income and expense, taxes, depreciation and amortization; generated by the "MAI Business" (as hereinafter defined) as follows:
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The Earnout. Following the Closing and subject to the terms and conditions of this Section 1.03, for each of the five (5) fiscal years ending December 31, 1998, 1999, 2000, 2001 and 2002 (each an "Earnout Year"), the Buyer shall pay or cause to be paid to sellers of Class A Common listed on SCHEDULE 1.03 hereto (the "Schedule 1.03 Sellers") in accordance with the percentages set forth opposite their names and under the caption "Earnout Percentage" on such Schedule, additional payments, in cash, (the "Earnout Payments" and each an "Earnout Payment") equal, in the aggregate, to twenty-five percent (25%) (the "Aggregate Earnout Percentage") of the amount, if any, by which the Gross Profit (as defined in Section 1.03(c)) of APP in each such Earnout Year exceeds the Base Profit Amount (as defined in Section 1.03(b)).
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The Earnout 
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Related to The Earnout

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Annual Compensation The Executive’s “Annual Compensation” for purposes of determining severance payable under this Agreement shall be deemed to mean the sum of (i) the annual rate of Base Salary as of the Date of Termination, and (ii) the cash bonus, if any, earned by the Executive for the calendar year immediately preceding the year in which the Date of Termination occurs.

  • Final Compensation In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment, through the date his employment terminates; (ii) compensation at the rate of the Base Salary for any vacation time earned but not used as of the date his employment terminates; and (iii) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates, provided that the Executive submits all expenses and supporting documentation required within sixty (60) days of the date his employment terminates, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(iii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such shorter period required by law.

  • Business Expenses and Final Compensation You acknowledge that you have been reimbursed by the Company for all business expenses incurred in conjunction with the performance of your employment and that no other reimbursements are owed to you. You further acknowledge that you have received payment in full for all services rendered in conjunction with your employment by the Company, including payment for all wages, bonuses and accrued, unused vacation time, and that no other compensation is owed to you except as provided herein.

  • Annual Cash Incentive Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive, measured against performance criteria to be determined by the Company’s Board (or a committee thereof) having a target value of not less than 70% of Base Salary.

  • Average Annual Compensation The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.

  • Earn-Out Nothing in this Agreement shall affect Executive's right to Earn-Out payments under the Stock Purchase Agreement.

  • Incentive Payment During the period of Executive's employment under this Agreement, the Executive shall be eligible to participate in an incentive compensation program implemented by the Board (the "Annual Incentive Bonus").

  • Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

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