Earnouts Clause Samples

Earnouts. Seller and Purchaser hereby acknowledge and agree that the Property is not one hundred percent (100%) occupied at the time of Closing with all tenants occupying their space, open for business and paying full rent, including CAM, taxes and insurance current. Notwithstanding anything to the contrary set forth in the Contract, Seller shall have until December 31, 2014 (“Earnout Period”) to receive additional proceeds of $320,000.00 (“Earnout Purchase Price”) by leasing the vacant space shown on Exhibit A attached hereto and made a part hereof (“Earnout Space”) to America’s Best Contacts & Eye Glasses or such other tenant acceptable to Purchaser (“Earnout Tenant”) upon lease terms reasonably acceptable to Purchaser and with a minimum five (5) year lease term and an annual base rent of at least $20.00 per square foot; provided, however, in no event shall the overall purchase price for the Property exceed $27,313,000.00. During the Earnout Period, it shall be Seller’s responsibility and sole cost and expense for leasing out and paying all costs related to placing the Earnout Tenant into the Earnout Space, including, but not limited to, any commissions, tenant improvement allowances and concessions; provided, however, no tenant shall be Seller or an affiliate of Seller. The lease for the Earnout Space shall be subject to Purchaser’s prior written consent, such consent may be withheld by Purchaser in its reasonable discretion, and Seller is not entitled to any portion of the Earnout Purchase Price until a Purchaser-approved tenant under a Purchaser-approved lease for an Earnout Space has accepted its space “as is” and takes total possession, has opened for business and commences full rental payments, including CAM, taxes and insurance on a pro rata basis, and Purchaser has received an estoppel letter reasonably acceptable to Purchaser from the Earnout Tenant (“Earnout Requirements”). The Earnout closing shall occur upon ten (10) business days advance written notice to Purchaser that the Earnout Requirements have been satisfied and provided that the Earnout Period has not expired; provided, however, (a) Seller hereby acknowledges that Seller waives its right to the Earnout Purchase Price if the Earnout Requirements have not been fully satisfied during the Earnout Period, and (b) at the Earnout closing, Seller shall deliver to Purchaser (if not previously delivered) a down date endorsement to Purchaser’s Owner’s Policy of Title Insurance showing that there are no me...

Earnouts. Company Shareholder will receive and be issued additional PubCo Shares, up to a maximum aggregate of 10,000,000 PubCo Shares, for no additional consideration or payment by Company Shareholder, in the amounts and upon the occurrence of the events set forth as follows:

Earnouts. Section 3.30 of the Strategix Disclosure Memorandum sets forth a. each agreement containing an earnout or similar provision or otherwise providing for a contingent payment by or to any Strategix Company or any Subsidiary in respect of the Strategix Business or otherwise included in the Strategix Liabilities that has not been satisfied in full as of the date hereof (the "Earnout Agreements") and b. a schedule of the amounts that Seller currently estimates will come due under the Earnout Agreements. There is no claim or dispute or, to the Knowledge of Seller, any basis for any such claim or dispute, under any Earnout Agreement. All payments under each Earnout Agreement have been paid when due in accordance with the terms of such Earnout Agreement. The Schedule referred to in clause (ii) hereof was prepared using the Seller's good faith estimates with respect to the Earnout Agreements and is not intended to be a basis for liability or indemnification hereunder absent a material misrepresentation.

Earnouts. (a) Within forty-five (45) days after the last day of each Earnout Period, Purchaser will cause to be prepared and delivered to Seller a statement (each, an “Earnout Statement”) setting forth in reasonable detail Purchaser’s good faith calculations of (i) Revenue for such Earnout Period and (ii) the amount of any Earnout Payment to which Seller is entitled pursuant to Section 2.4(b). Within forty-five (45) days following Purchaser’s delivery of each Earnout Statement to Seller, Seller will give Purchaser a written notice stating either (i) Seller’s acceptance, without objection, of the Earnout Statement (an “Earnout Acceptance Notice”) or (ii) Seller’s objections to the Earnout Statement as set forth in a Notice of Disagreement pursuant to Section 2.5(a). If Seller gives Purchaser an Earnout Acceptance Notice or does not give Purchaser a Notice of Disagreement within such 45-day period, then the Earnout Statement (including the Revenue calculation therein) will be conclusive and binding upon the parties, and the calculation of the Earnout Payment set forth in such Earnout Statement will constitute the final Earnout Payment for such Earnout Period. Any dispute arising out of or relating to the calculations of the Revenue for any Earnout Period and the Earnout Payments shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.5.

Earnouts. In addition to the cash amounts and shares of Parent -------- Common Stock to be paid to the Shareholders immediately following the Merger pursuant to Article I, each Shareholder shall be entitled to receive as additional consideration for such Shareholder's shares of Company Common Stock a share of the following contingent payments equal to such Shareholder's percentage ownership interest in the outstanding Company Common Stock (a "Prorata Share"): ------------- (i) Cash equal to the product of (A) $1,250,000 multiplied by (B) the Gross Revenue (as defined below) in FY2000, divided by the projected Gross Revenue for FY2000 as provided in Schedule 2.1 (the "Projected 2000 -------------- Revenue"); and ------- (ii) the number of shares of Parent Common Stock equal to the product of (A) the Gross Revenue in FY2000 divided by the Projected 2000 Revenue, times (B) 261,438 shares of Parent Common Stock; provided, however, in no event shall the quotient determined in clause (A) be greater than 1. All of the Gross Revenue in FY2000 is used in determining the earnout payments for each of Sections 2.1(a)(i) and 2.1(a)(ii).

Earnouts. As additional Purchase Price, at such times as provided in this Section 2.06, Buyer shall pay Seller, the following earnout payments subject to the terms of this Section 2.06: (i) the Cord Blood Cash Earnout; (ii) the Cord Blood Stock Earnout; (iii) the Tianhe Sales Earnout; (iv) the Tianhe Valuation Earnout; and (v) the Tianhe Recap Earnout (collectively hereinafter referred to as the “Earnout Payments”).

Earnouts i. Seller may earn an additional payment from Purchaser of $100,000 (the "$100,000 Earnout") based on gross revenues (as defined by GAAP) associated with the Business calculated for a one (1) year period, beginning on the first day of the first full month after Closing ("Annual Period"). If at the end of the Annual Period, the aggregate of gross revenues associated with the Business for the total of the twelve months in the Annual Period are equal to or exceed $5,000,000, then the $100,000 Earnout shall be paid to Seller. If Seller earns the $100,000 Earnout, Purchaser shall make the $100,000 Earnout available to Seller via wire transfer within ten (10) business days following the end of the Annual Period. ii. Seller may earn a second additional payment from Purchaser of $600,000 (the "$600,000 Earnout"), in an amount not to exceed $150,000 per quarter (or $600,000 total) (each an "Earnout") based on gross revenues associated with the Business (as defined by GAAP) calculated for each of the first four (4) consecutive ninety (90) day periods, with the first quarterly period beginning on the first day of the first full month after Closing (each a "Quarterly Period"). In any such Quarterly Period that gross revenues associated with the Business are: (i) less than $1,250,000, then such Quarterly Period Earnout shall be $0, (ii) between $1,250,000 and $1,375,000, then such Quarterly Period Earnout shall be $50,000, (iii) between $1,375,000 and $1,500,000, then such Quarterly Period Earnout shall be $100,000, (iv) more than $1,500,000, then such Quarterly Period Earnout shall equal $150,000. If Seller earns an Earnout, Purchaser shall make such Earnout available to Seller via wire transfer within ten (10) business days following the end of such applicable Quarterly Period. After each calendar month of each Quarterly Period, Purchaser shall certify and deliver to Seller a copy of Purchaser's financial records for the Business for that month, for the sole purpose of confirming gross revenue amounts. During the Annual Period, and including one month thereafter, Purchaser shall deliver the financial records (and certify that such records have been prepared in accordance with GAAP) applicable to a month to Seller by the fifteenth (15th) day of such month (the "Records Due Date"). Should Purchaser fail to deliver the financial records by the Records Due Date, Purchaser shall pay to Seller liquidated damages in the amount of $2,250 per every fifth (5th) day past the Re...

Earnouts. (a) The parties agree that the Fourth Earnout shall be in the amount of $214,204, and that Buyer shall pay such amount to Seller by August 4, 1998. (b) The parties agree that Buyer will pay Seller the sum of $75,000 by August 4, 1998 as part payment of the Fifth Earnout. (c) The balance of the Fifth Earnout and all of the First, Second and Third Earnouts will be paid when due. 5.

Earnouts. (a) After the Closing, subject to the terms and conditions set forth herein, (I) the Company Stockholders shall have the contingent right to receive shares of ParentCo Common Stock with an aggregate value of up to $330,000,000 (II) the Sponsor shall have the contingent right to receive shares of ParentCo Common Stock with an aggregate value of up to $33,000,000 (in the case of each of (I) and (II), subject to adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), as additional consideration from ParentCo based on ParentCo’s revenue and EBITDA performance, as follows: (i) In the event ParentCo’s revenue for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date”, and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) is greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of Earnout Shares with a value equal to $66,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $6,600,000. (ii) In the event ParentCo’s revenue for any Earnout Period is greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of Earnout Shares with a value equal to $66,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $6,600,000. (iii) In the event ParentCo’s revenue for any Earnout Period is greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of Earnout Shares with a value equal to $66,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $6,600,000. (iv) In the event ParentCo’s EBITDA for any Earnout Period ...