Earnout Payment. In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.
Earnout Payment. (i) As promptly as practicable after the end of the Earnout Period, but in no event later than 60 days following December 31, 2005, Parent shall provide the Stockholders’ Agent with a report, setting forth the Net Revenues for the 12-month period ended December 31, 2005 (the “Earnout Report”). If an Earnout Dispute Notice is not delivered pursuant to Section 2.4(c)(iii) below, then in no event later than 105 days following December 31, 2005, Parent shall pay or cause to be paid the Earnout Payment Amount in accordance with the terms of this Agreement, subject to the right of offset provisions of Sections 2.4(a), (b) and (d).
Earnout Payment. The Escrow Property shall be held in the Escrow Account and, subject to this ARTICLE III and ARTICLE X, will be released to the Seller (along with the Accrued Dividends) in the event that the Company and its respective Subsidiaries meet certain minimum performance requirements in accordance with this ARTICLE III. Collectively, any payments contemplated under this Section 3.4 shall be referred to as the “Earnout Payment”.
Earnout Payment. (a) The Earnout Consideration shall be paid by Parent in an earnout payment to the Company Stockholders in the form of Parent Earnout Shares in amounts set forth below (in each case, an “Earnout Payment”), in the event that any of the following shall occur:
Earnout Payment. The Purchaser hereby agrees to pay to the Company a maximum Earnout consideration of six million dollars (USD $6,000,000) in accordance with the following:
Earnout Payment. (a) As additional consideration for the purchase of the Assets, the Seller shall be entitled to an additional payment from the Buyer (the “Earnout Payment”), subject, however to all the terms and conditions of this Section 3.4 and subject to the provisions of Section 8.6. The amount of the Earnout Payment shall be equal to the Earnout Amount minus the Retention Adjustment. The “Earnout Amount” shall be equal to the lesser of (x) (i) 5.95 times the average of the two Annual Earnout EBITDAs of the Business during the Earnout Period, less (ii) Twenty Two Million and No/100 Dollars ($22,000,000), and (y) Ten Million and No/100 Dollars ($10,000,000). The “
Earnout Payment. (a) If, for the period commencing on January 1, 2013 and ending on and including December 31, 2013 (the “2013 Earnout Period”), the adjusted EBITDA of Partner Company Subsidiary calculated by Founder (the “2013 Actual”) is:
Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”).
Earnout Payment. As additional consideration for the Purchased Shares, the Buyer shall pay to the Sellers in accordance with respect to each Calculation Period within the Earnout Period an amount, if any, (each, an “Earnout Payment”) equal to twenty percent (20%) of the Companies’ Quarterly Gross Profit for such Calculation Period after the end of each such Calculation Period; provided, however, that in no event shall the Buyer be obligated to pay the Sellers more than $2,000,000 in the aggregate for all Calculation Periods during the Earnout Period.
Earnout Payment. Within thirty (30) days following the later of (i) an Earnout Calculation Date or (ii) the date Buyer receives its investment advisory fee from the Fund for the first three (3) years following the Closing Date, Buyer shall pay to Seller (or its designees) by wire transfer of immediately available funds to one or more accounts to be designated in writing by Seller, an amount equal to 0.40% of AUM attributable to the Closing Date Fund Investors to the extent that such Closing Date Fund Investors remain investors in the Fund or any other series of shares of the Trust as of the applicable anniversary date (the “Earnout Payment”).
