Item 1.01 Entry into a Material Definitive Agreement.
On
The Amendment provides, in material part, that the Acquiror pay the Individual
Sellers
The Amendment also provides that Acquiror pays the Individual Sellers the following reduced "Earn-Out Payments", if any, in the aggregate:
• byApril 2022 , an amount equal to 49% of the 2021 EBITDA of Target, multiplied by 6, and then divided by 3, less the amount paid to the Individual Sellers at Closing; • byApril 2023 , in the event 2022 EBITDA of the Target is greater than 2021 EBITDA, an amount equal to the difference between the 2022 EBITDA and 2021 EBITDA, multiplied by 49%, multiplied by 6, divided by 3, and then multiplied by the ownership percentage of the Individual Sellers as of the date of the Acquisition Agreement; and • byApril 2024 , a payment equal to$10,000,000 less an amount (up to$10,000,000 ) equaling 49 percent of any amounts paid by the Target for acquisitions, with such difference multiplied by the ownership percentage of the Individual Sellers as of the date of the Acquisition Agreement, plus, in the event 2023 EBITDA of the Target is greater than 2021 EBITDA, an amount equal to the difference between the 2023 EBITDA and 2021 EBITDA, multiplied by 49%, multiplied by 6, divided by 3, and then multiplied by the ownership percentage of the Individual Sellers as of the date of the Acquisition Agreement.
All other provisions of the Acquisition Agreement, as amended, remain in full force and effect unless expressly amended or modified by the Amendment. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 1 to Share Purchase Agreement executed on
104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
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