Earnout Provisions. Executive acknowledges and agrees that (i) Section 4 of this Agreement is intended to benefit Executive and the other Shareholders, (ii) each of the Shareholders shall have
Earnout Provisions. 3.1 The entitlement to Earnout Shares referred to in Clause 2.1 shall be calculated in accordance with the following provisions:- 3.1.1 if the Pre-Tax Profits shall equal 100% of the relevant Quarterly Profit Estimate, then the Purchaser shall in respect of that quarter issue to the Vendors the Earnout Shares that are equivalent in value to US$822,500 (the "Base Earnout Figure"); 3.1.2 if the Pre-Tax Profits shall be at or between 50% and 125% of the relevant Quarterly Profit Estimate, then the Purchaser shall issue to the Vendors a number of Earnout Shares equivalent in value to a percentage of the Base Earnout Figure, such percentage being the same percentage as the Pre-Tax
Earnout Provisions. The Earnout shall be based solely on Imagent Revenue (as defined below), determined and payable as follows.
Earnout Provisions. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Share Exchange Agreement (the “Agreement”) to which these Earnout Provisions are attached.
Earnout Provisions. (a) As additional consideration for the Assets, Seller shall have the right to receive up to an additional One Million Dollars ($1,000,000.00) (the "Earnout"), payable, if applicable, in accordance with the terms of this Section 1.5.
Earnout Provisions. In relation to the Earnout, the following provisions shall apply.
Earnout Provisions. The Sponsor agrees that, as of the Closing, 20% of the remaining Founder Shares (including, for the avoidance of doubt, the shares of Common Stock issuable upon the conversion of the Founder Shares at the Closing in accordance with the Charter) held by the Sponsor after giving effect to paragraphs (g) and (h) below (the “Sponsor Earnout Shares”) shall be subject to the following vesting and forfeiture provisions. The Sponsor agrees that it shall not (and will cause its Affiliates not to) Transfer any Sponsor Earnout Shares prior to the later of (x) the expiration of the Founder Shares Lock-up Period and (y) the date such Sponsor Earnout Shares are released pursuant to this paragraph 7(e). The Sponsor acknowledges that the Sponsor Earnout Shares shall be legended to reflect that such shares are subject to vesting restrictions pursuant to this Sponsor Agreement.
Earnout Provisions. (b) Each Sponsor and permitted transferee of Earnout Shares agrees that, as of the Closing, all of the Earnout Shares shall be restricted and shall be subject to the earnout and forfeiture provisions set forth in this Section 2.2. For the avoidance of doubt, it is acknowledged and agreed that any Holdings Common Shares held by the Sponsors that are not Earnout Shares shall not be subject to the provisions of this Section 2.2.
Earnout Provisions. With respect to each of the Properties known as 6755 Snowdrift Road, 0000 Xxxxx Xxx and 0000 Xxxxxxxxxx Xxxxx, Xxxxx will pay Broker a one-time additional earnout fee of $200,000 for each of these three Properties which meets or exceeds the Property's NOI Target on or before the second anniversary date of this Agreement. The NOI Target for each Property is set forth below, and shall be calculated as the annualized net operating income from the Property based on leases with tenants in occupancy, and computed in a manner consistent with the budget and reporting provisions of the Management Agreement between Owner and Broker. The NOI Targets are as follows: 0000 Xxxxxxxxx Xxxx $500,000 0000 Xxxxx Xxx $350,000 0000 Xxxxxxxxxx Xxxxx $615,000
