Common use of Earn-Out Consideration Clause in Contracts

Earn-Out Consideration. (a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date, (i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $14.00, Buyer shall cause the Partnership to issue 10,714,285 Common Units to the Contributor; (ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $16.00, Buyer shall cause the Partnership to issue 9,375,000 Common Units to the Contributor; (iii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $18.00, Buyer shall cause the Partnership to issue 13,888,889 Common Units to the Contributor; and (iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance of Common Units pursuant to clauses (i), (ii), (iii) or (iv) above, an “Earn-Out Payment” and all Earn-Out Payments, collectively, the “Earn-Out Consideration”). (b) In the event that the Partnership shall issue any Common Units in satisfaction of an Earn-Out Payment, Buyer shall issue to the Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued and the Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of such shares. The right to receive the Earn-Out Consideration shall be transferrable on a share-by-share basis by the Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by the Contributor pursuant to this Agreement are transferrable by them; provided that the Contributor and such transferees shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking to indemnify Buyer and its Affiliates in the event of any dispute among any Contributor or any such transferee or other Affiliate of the Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (c) Notwithstanding anything to the contrary herein, (i) the Contributor shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in the event that, on a particular date, the 20-Day VWAP entitles the Contributor to more than one Earn-Out Payment (each of which has not previously been paid), the Contributor shall be entitled to receive each such Earn-Out Payment. (d) For purposes of this Agreement, “Liquidity Event Consideration” means the amount per share to be received by a holder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity Event Consideration is greater than the 20-Day VWAP hurdle with respect to any Earn-Out Payment not previously paid, then the corresponding Earn-Out Payment shall be made, and the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Liquidity Event and the holders thereof shall be entitled to receive the corresponding Liquidity Event Consideration. Thereafter, the Buyer shall cease to have any further obligation under Section 2.7(a) or this Section 2.7(d). Any such Earn-Out Payment shall not be paid or payable in the event such Liquidity Event is not consummated and the Buyer will continue to have the obligations set forth in this Section 2.7.

Earn-Out Consideration. (a) During Upon the terms and subject to the conditions set forth in this Agreement, during the period beginning on the Closing Date and ending on the seven-year anniversary last day of the Closing Date,Earn-Out Payment Period: (i) if the 30-Day VWAP equals or exceeds $12.50 (the “Tier 1 Target”), then promptly and in any event within 5 Business Days after the first date that on which the 2030-Day VWAP equals or exceeds $14.0012.50 (the “Tier 1 Target Date”), (A) Buyer shall cause the Partnership to issue 10,714,285 and deliver to Royal LP: (x) 10,000,000 Common Units; and (y) if any Extraordinary Dividends were declared during the period commencing on the Closing Date and ending on the Tier 1 Target Date, an additional number of Common Units (rounded down to the Contributor;nearest whole Common Unit) equal to (1) the Extraordinary Dividend Builder Amount, multiplied by (2) 10,000,000, and divided by (3) $12.50; and (B) Buyer shall issue to Royal LP a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued pursuant to clauses (x) and (y) of this Section 2.6(a)(i); and (ii) if the 30-Day VWAP equals or exceeds the Adjusted Tier 2 Target, then promptly and in any event even within 5 Business Days after the first date that on which the 2030-Day VWAP equals or exceeds $16.00the Adjusted Tier 2 Target, (A) Buyer shall cause the Partnership to issue 9,375,000 and deliver to Royal LP 10,000,000 Common Units to the Contributor; and (iiiB) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $18.00, Buyer shall cause the Partnership issue to issue 13,888,889 Royal LP 10,000,000 shares of Buyer Class C Common Units to the Contributor; and Stock (iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance of Common Units and Buyer Class C Common Stock pursuant to clauses (i), (ii), (iiiSection 2.6(a)(i) or (ivthis Section 2.6(a)(ii) above, shall be an “Earn-Out Payment” and all Earn-Out Payments, collectively, the “Earn-Out Consideration”). (b) In the event that the Partnership shall issue any Common Units in satisfaction of an The Earn-Out Payment, Buyer Consideration shall issue be allocated to the Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued and the Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of such shares. Royal LP. (c) The right to receive the Earn-Out Consideration shall be transferrable on a share-by-share basis by the Contributor Royal LP to the same extent that the Common Units and shares of Buyer Class C Common Stock received by the Contributor Contributors pursuant to this Agreement are transferrable by them; provided that the Contributor Royal LP and such transferees transferee shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking reasonably satisfactory to the Buyer to indemnify Buyer and its Affiliates in the event of any dispute among any Contributor Royal LP or any such transferee or other Affiliate any of the Contributor or transferee its Affiliates with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (cd) Notwithstanding anything to the contrary herein, (i) the Contributor Royal LP shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in the event that, on a particular date, the 2030-Day VWAP entitles the Contributor Royal LP to more than one an Earn-Out Payment pursuant to Sections 2.6(a)(i) and 2.6(a)(ii) (each but only if neither of which has not previously been paid), the Contributor then Royal LP shall be entitled to receive each both of such Earn-Out PaymentPayments. If the 30-Day VWAP does not exceed either or both of the Tier 1 Target or the Adjusted Tier 2 Target at any time during the period beginning on the Closing Date and ending on the last day of the Earn-Out Payment Period, then Buyer shall not be required to pay the corresponding Earn-Out Payment and shall cease to have any further obligation under this Section 2.6. (de) For purposes of this Agreement, “Liquidity Event Consideration” means the amount per share to be received by a holder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity Event Consideration is greater than the 20-Day VWAP hurdle Tier 1 Target or Adjusted Tier 2 Target with respect to any Earn-Out Payment not previously paid, then the corresponding Earn-Out Payment or Earn-Out Payments shall be made, and the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Liquidity Event and the holders thereof shall be entitled to receive the corresponding Liquidity Event Consideration, subject to the terms of the Partnership Agreement. ThereafterFollowing the consummation of any Liquidity Event, the Buyer shall cease to have any further obligation under Section 2.7(a) or this Section 2.7(d)2.6. Any such Earn-Out Payment or Earn-Out Payments shall not be paid or payable in the event such Liquidity Event is not consummated and the Buyer will continue to have the obligations set forth in this Section 2.72.6.

Earn-Out Consideration. In addition to the Aggregate Initial Cash Purchase Price, Company Unitholders shall be entitled to receive from the Acquiring Corp., subject to the following terms and conditions of this Section 2.1 (aincluding, without limitation, the restrictions contained in the last paragraph of this Section 2.1(c)) During the period beginning on the Closing Date and ending on the seven-year anniversary to Section 2.2, as part of the Closing Date, Merger Consideration the following (i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $14.00, Buyer shall cause the Partnership aggregate with respect to issue 10,714,285 Common Units to the Contributor; (ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $16.00, Buyer shall cause the Partnership to issue 9,375,000 Common Units to the Contributor; (iii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $18.00, Buyer shall cause the Partnership to issue 13,888,889 Common Units to the Contributor; and (iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance of Common Units pursuant to clauses (i), (ii), (iii) or (iv) above, an “Earn-Out Payment” and all Earn-Out Payments, collectivelyCompany Units, the “Earn-Out out Consideration”); provided, however, that the Earn-out Consideration shall be subject to reduction if and as provided by Article VIII: (i) If, determined as provided in Section 2.1(d), the Company’s Adjusted EBITDA for the period from July 1, 2006 through December 31, 2006 exceeds $12,000,000 and the Company’s Adjusted EBITDA for 2007 exceeds $30,000,000, then the Company Unitholders immediately before the Effective Time shall be entitled to receive, in the aggregate, an additional amount equal to the sum of (A) the product of 0.75 multiplied by the amount by which the Company’s Adjusted EBITDA for the period from July 1, 2006 through December 31, 2006 exceeds $12,000,000 plus (B) the product of 5.0 multiplied by the amount by which the Company’s Adjusted EBITDA for 2007 exceeds $30,000,000; provided, however, that in no event shall the aggregate amount to be so received by Company Unitholders under this paragraph (i) exceed $25,000,000. Such Earn-out Consideration shall be divided among the Company Unitholders in accordance with either their Target Percentage Interests or, if Parent receives from the Unitholder Representative at least ten business days before the Closing a notice providing for the Earn-out Consideration to be divided among the Company Unitholders in different percentages, then in the percentages set forth in such notice (provided, however, that (1) such allocation shall be reasonably acceptable to Company Unitholder and (2) no Company Unitholder who held Class B Units of the Company immediately before the Effective Time shall be allocated a portion of the aggregate Earn-Out Consideration which is less than his respective Target Percentage Interest), which percentages may be revised prior to the First Earn-out Distribution Date or the Second Earn-out Distribution Date, as applicable, by the Unitholder Representative by notice given to Parent, subject to approval by Parent of such revised percentages (and provided, however, that no Company Unitholder who held Class B Units of the Company immediately before the Effective Time shall then be allocated a portion of the aggregate Earn-Out Consideration which is less than his respective Target Percentage Interest). The percentages in which payments of Earn-out Consideration are to be paid to Company Unitholders are hereinafter referred to as their “Earn-out Percentages.” Such Earn-out Consideration shall be payable on the First Earn-out Distribution Date to each such Company Unitholder 33% in cash and 67% in Parent Shares, for which purpose Parent Shares shall be considered to have a value equal to the Fair Market Value of the Parent Shares on the First Earn-out Distribution Date, but such Parent Shares to be subject to the restrictions provided by Section 2.1(e). (b) In the event that the Partnership shall issue any Common Units in satisfaction of an Earn-Out Payment, Buyer shall issue to the Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued and the Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of such shares. The right to receive the Earn-Out Consideration shall be transferrable on a share-by-share basis by the Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by the Contributor pursuant to this Agreement are transferrable by them; provided that the Contributor and such transferees shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking to indemnify Buyer and its Affiliates in the event of any dispute among any Contributor or any such transferee or other Affiliate of the Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (c) Notwithstanding anything to the contrary herein, (i) the Contributor shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in If the event thatCompany’s Adjusted EBITDA for the period from July 1, on a particular date2006 through December 31, 2006 fails to exceed $12,000,000 but the 20-Day VWAP entitles Company’s Adjusted EBITDA for 2007 exceeds $30,000,000, then the Contributor to more than one Earn-Out Payment (each of which has not previously been paid), Company Unitholders immediately before the Contributor Effective Time shall be entitled to receive in the aggregate, an additional amount equal to the product of 5.0 multiplied by the amount by which the Company’s Adjusted EBITDA for the period from July 1, 2006 through December 31, 2007 exceeds $42,000,000; provided, however, that in no event shall the aggregate amount to be so received by Company Unitholders under this paragraph (ii) exceed $25,000,000. Such Earn-out Consideration shall be divided among the Unitholders in accordance with their respective Earn-out Percentages as in effect at the time for such payment. Such Earn-out Consideration shall be payable on the First Earn-out Distribution Date to each such Company Unitholder 33% in cash and 67% in Parent Shares, for which purpose Parent Shares shall be considered to have a value equal to the Fair Market Value of the Parent Shares on the First Earn-Out Paymentout Distribution Date, but such Parent Shares to be subject to the restrictions provided by Section 2.1(e). (diii) For purposes of this AgreementIn addition, “Liquidity Event Consideration” means if the amount per share to be received by a holder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity Event Consideration is greater than the 20-Day VWAP hurdle with respect to any Earn-Out Payment not previously paidCompany’s Adjusted EBITDA for 2008 exceeds $45,000,000, then the corresponding Earn-Out Payment shall be made, and Company Unitholders immediately before the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Liquidity Event and the holders thereof Effective Time shall be entitled to receive receive, in the corresponding Liquidity Event Considerationaggregate, an additional amount equal to the product of 2.38 multiplied by the amount by which the Company’s Adjusted EBITDA for 2008 exceeds $45,000,000; provided, however, that in no event shall the aggregate amount to be so received by Company Unitholders under this paragraph (iii) exceed $50,000,000. ThereafterSuch Earn-out Consideration shall be divided among the Unitholders in accordance with their respective Earn-out Percentages as in effect at the time for such payment. Such Earn-out Consideration shall be payable on the Second Earn-out Distribution Date to each such Company Unitholder 33% in cash and 67% in Parent Shares, the Buyer for which purpose Parent Shares shall cease be considered to have any further obligation under a value equal to the Fair Market Value of the Parent Shares on the Second Earn-out Distribution Date, but such Parent Shares to be subject to the restrictions provided by Section 2.7(a2.1(e). (iv) or Notwithstanding the foregoing provisions of this Section 2.7(d2.1(c). Any such , a Company Unitholder immediately before the Effective Time (1) shall only be entitled to receive any Earn-Out Payment out Consideration on the First Earn-out Distribution Date if such Company Unitholder on such date is, and at all times from the Closing Date to the First-Earn-out Distribution Date was, an Employee in Good Standing of the Parent or a Subsidiary and (2) shall not only be paid entitled to receive any Earn-out Consideration on the Second Earn-out Distribution Date, if such Company Unitholder on such date is, and at all times from the Closing Date to the Second Earn-out Distribution Date was, an Employee in Good Standing of the Parent or payable a Subsidiary. A Company Unitholder shall be considered an “Employee in Good Standing” of the Parent or a Subsidiary from the Closing through the First Earn-out Distribution Date or the Second Earn-out Distribution Date, as the case may be, if such Company Unitholder (1) continued in the event employ of the Company following the Closing to such Liquidity Event date pursuant to his employment agreement referred to in Section 3.25 or (2) his employment pursuant to such agreement terminated or lapsed after the Closing Date and before such date for a “Qualifying Reason” as provided by such agreement or (3) during such period he was employed by the Parent or any other Subsidiary of the Parent other than the Company pursuant to an employment agreement providing that he or she will be considered an Employee in Good Standing of the Parent or a Subsidiary during such employment. (v) It is not consummated understood and agreed that by reason of a forfeiture of Parent Shares in accordance with Section 2.1(e) and / or a reallocation of Additional Parent Shares as provided by Section 2.1(e), a Company Unitholder may ultimately retain a smaller portion, or receive a larger portion, of the Buyer will continue to have Earn-out Consideration than its Earn-out Percentage of the obligations set forth in this Section 2.7aggregate Earn-out Consideration.

Earn-Out Consideration. (a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date, (i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $14.00, Buyer shall cause the Partnership to issue 10,714,285 7,142,857 Common Units to the Contributor;; and (ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $16.00, Buyer shall cause the Partnership to issue 9,375,000 6,250,000 Common Units to the Contributor; (iii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $18.00, Buyer shall cause the Partnership to issue 13,888,889 Common Units to the Contributor; and (iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance of Common Units pursuant to clauses (i), (ii), (iii) or (ivii) above, an “Earn-Out Payment” and all Earn-Out Payments, collectively, the “Earn-Out Consideration”). (b) In the event that the Partnership shall issue any Common Units in satisfaction of an Earn-Out Payment, Buyer shall issue to the Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued issued, and the Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of such shares. The right to receive the Earn-Out Consideration shall be transferrable on a share-by-share basis by the Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by the Contributor pursuant to this Agreement are transferrable by themContributor; provided that the Contributor and such transferees shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking to indemnify Buyer and its Affiliates in the event of any dispute among any by Contributor or any such transferee or other Affiliate of the Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (c) Notwithstanding anything to the contrary herein, (i) the Contributor shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in the event that, on a particular date, the 20-Day VWAP entitles the Contributor to more than one Earn-Out Payment (each of which has not previously been paid), the Contributor shall be entitled to receive each such Earn-Out Payment. (d) For purposes of this Agreement, “Liquidity Event Consideration” means the amount per share to be received by a holder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity Event Consideration is greater than the 20-Day VWAP hurdle with respect to any Earn-Out Payment not previously paid, then the corresponding Earn-Out Payment shall be made, and the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Liquidity Event and the holders thereof shall be entitled to receive the corresponding Liquidity Event Consideration. Thereafter, the Buyer shall cease to have any further obligation under Section 2.7(a) or this Section 2.7(d). Any such Earn-Out Payment shall not be paid or payable in the event such Liquidity Event is not consummated and the Buyer will continue to have the obligations set forth in this Section 2.7.

Earn-Out Consideration. (a) During In addition to the period beginning on the Closing Date Equity Consideration, Contributor shall receive, and ending on the seven-year anniversary of the Closing Date, (i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $14.00, Buyer shall cause the Partnership to issue 10,714,285 Common Units deliver to the KAAC Partnership and the KAAC Partnership shall immediately deliver to Contributor; , the following consideration if and when the following conditions are satisfied (ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $16.00, Buyer shall cause the Partnership to issue 9,375,000 Common Units to the Contributor; (iii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $18.00, Buyer shall cause the Partnership to issue 13,888,889 Common Units to the Contributor; and (iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance of Common Units pursuant to clauses (i), (ii), (iii) or (iv) above, an “Earn-Out Payment” and all Earn-Out Payments, collectively, the “Earn-Out Consideration”): (i) 12,500,000 shares of Buyer Class A Common Stock, if, during the calendar year 2021, the aggregate gathered gas from the area of dedication specified on Schedule 2.9(a)(i) that is assessed a Low Pressure Gathering Fee pursuant to the Gas Gathering Agreement is equal to or greater than 574,380 million cubic feet; (ii) 12,500,000 shares of Buyer Class A Common Stock, if, the per-share closing price of Buyer Class A Common Stock as reported by NASDAQ during any 30-trading-day period ending prior to the fifth anniversary of the Closing Date is equal to or greater than $14.00 (the “Share Price Target (Tier 1)”) for any 20 trading days within such 30-trading-day period; and (iii) 12,500,000 shares of Buyer Class A Common Stock, if, the per-share closing price of Buyer Class A Common Stock as reported by NASDAQ during any 30-trading-day period ending prior to the fifth anniversary of the Closing Date is equal to or greater than $16.00 (the “Share Price Target (Tier 2)”) for any 20 trading days within such 30-trading-day period. (b) Buyer shall reserve at all times a sufficient number of authorized and unissued shares of Buyer Class A Common Stock necessary to issue the Earn-Out Consideration. In the event that the Partnership shall issue Contributor is entitled to any Common Units in satisfaction of an Earn-Out PaymentConsideration, Buyer shall issue such Earn-Out Consideration promptly and in any event within five (5) Business Days of Contributor becoming entitled thereto. The Earn-Out Consideration to be issued to Contributor hereunder, if any, when delivered, shall be duly authorized and validly issued, fully paid, and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments, or agreements to which Buyer, the ContributorKAAC General Partner, or the KAAC Partnership is a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued and the Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied party or by the par value of such shareswhich it is bound. The right to receive the Earn-Out Consideration shall not be transferrable on a share-by-share basis by the Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by the Contributor pursuant to this Agreement are transferrable by them; provided that the Contributor and such transferees shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking to indemnify Buyer and its Affiliates in the event of any dispute among any Contributor or any such transferee or other Affiliate of the Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewithContributor. (c) Notwithstanding anything to In the contrary herein, event that a Liquidity Event occurs prior to: (i) December 31, 2021 and the Contributor shall not be entitled to receive a particular Earn-Out Payment on Consideration contemplated by Section 2.9(a)(i) has not already been paid, then the Person becoming the record or beneficial owner of more than one occasionfifty percent (50%) of the combined voting power of the voting securities of Buyer or the surviving company or the parent of such surviving company as a result of the Liquidity Event, and or to whom all or substantially all of the Buyer’s assets have been sold in the Liquidity Event, shall assume the obligation to pay the Earn-Out Consideration contemplated by Section 2.9(a)(i) pursuant to the terms thereof, provided that, instead of issuing the applicable shares of Buyer Class A Common Stock, Contributor shall receive the Liquidity Event Consideration; (ii) the fifth anniversary of the Closing Date and the Liquidity Event Consideration in such Liquidity Event is greater than the event that, on a particular date, Share Price Target (Tier 1) and the 20-Day VWAP entitles the Contributor to more than one Earn-Out Payment (each of which Consideration contemplated by Section 2.9(a)(ii) has not previously already been paid), then the Contributor shall be entitled to receive each such Earn-Out Payment. (dConsideration contemplated by Section 2.9(a)(ii) For purposes of this Agreementshall be paid, “Liquidity Event Consideration” means and the amount per share to be received by a holder of applicable shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity Event Consideration is greater than the 20-Day VWAP hurdle with respect to any Earn-Out Payment not previously paid, then the corresponding Earn-Out Payment shall be made, and the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Liquidity Event and the holders thereof shall be entitled to receive the corresponding Liquidity Event Consideration. Thereafter, ; or (iii) the Buyer shall cease to have any further obligation under Section 2.7(a) or this Section 2.7(d). Any such Earn-Out Payment shall not be paid or payable fifth anniversary of the Closing Date and the Liquidity Event Consideration in the event such Liquidity Event is not consummated greater than the Share Price Target (Tier 2) and the Earn-Out Consideration contemplated by Section 2.9(a)(iii) has not already been paid, then the Earn-Out Consideration contemplated by Section 2.9(a)(iii) shall be paid, and the applicable shares of Buyer will continue Class A Common Stock shall be deemed issued and outstanding, effective immediately prior to have the obligations set forth consummation of such Liquidity Event and the holders thereof shall be entitled to receive the corresponding Liquidity Event Consideration. (d) If, prior to the expiration or satisfaction, as applicable, of Buyer’s obligation to issue any Earn-Out Consideration as provided in this Section 2.72.9, any change in the outstanding shares of Buyer Class A Common Stock shall occur by reason of any reclassification, recapitalization, stock or unit split (including reverse stock or unit split) or combination, exchange, or readjustment of shares, or any stock dividend, the number of Buyer Class A Common Stock comprising the Earn-Out Consideration, the Share Price Target (Tier 1), and the Share Price Target (Tier 2) shall be appropriately adjusted to reflect such change and to provide to Contributor the same economic effect as contemplated by this Section 2.9 prior to such change.