Earn-Out Covenants. The following provisions shall apply during the period from the Closing through achievement of all Earn-Out Milestones to ensure none of the following has a material adverse impact on the operations of the Group Companies and their ability to achieve any Earn-Out Milestones:
Earn-Out Covenants. From the Closing Date until the end of the Second Earn-Out Period (or, if the Earn-Out Payment is earned in the First Earn-Out Period, the end of the First Earn-Out Period):
Earn-Out Covenants. Subject to the terms and conditions of the Amended and Restated Operating Agreement, during the Earn-out Period, Buyer shall not: (i) intentionally or knowingly operate the Business in a manner primarily intended to reduce the Earn-out Payment; (ii) directly or indirectly take any action, or fail to take action, or cause or permit anything to be done, with the purpose of avoiding or reducing the Earn-out Payment.
Earn-Out Covenants. From and after the Closing and continuing until the final determination of the Achieved Legacy Earn-Out Value and Achieved GammaTile Earn-Out Value for the Final Period Expiration Date, Buyer will (i) maintain books and records as reasonably necessary for the calculation of the Achieved Legacy Earn-Out Value and Achieved GammaTile Earn-Out Value and (ii) refrain from taking any action in bad faith with the primary intent of impeding payment of any Achieved Earn-Out Payment following the Closing; provided, that subject solely to the foregoing, the Parties understand and agree that Buyer will have full management and operational authority to direct its business (including all business related to the GammaTile Product and Legacy Product) following the Closing with respect to all matters, may at any time change the operations of its business and may take any and all other actions (or fail to take any action) that Buyer, in its judgment, shall deem advisable or in its best interest.
Earn-Out Covenants. Other than pursuant to the express terms of the Transaction Documents, from the Closing until the earlier of (i) the end of the 2017 Measurement Year and (ii) the issuance of the Earn Out Shares in accordance with Section 2.6(g) (the “Earn Out Period”), the Buyer (A) shall not, and shall cause each of its controlled Affiliates (including the Hostess Entities) to not, without the prior written consent of the Sellers’ Representative or Hostess CDM Co-Invest, as applicable, take any actions that have the primary purpose of avoiding, reducing or preventing the achievement or attainment of the 0000 XXXXXX Xxxxxx, the 2017 Catch Up EBITDA Target or the 2017 EBITDA Target, (B) shall, and shall cause each of its controlled Affiliates (including the Hostess Entities), to conduct the business of the Hostess Entities in good faith, and (C) shall reserve and keep available for issuance such number of shares of Buyer Class A Common Stock and Buyer Class B Common Stock as shall from time to time be sufficient to permit the issuance of all Earn Our Shares and shall take all action required to increase the authorized number of shares of Buyer Class A Common Stock or Buyer Class B Common Stock, as applicable, if at any time there shall be insufficient authorized and unissued shares to permit such reservation.
Earn-Out Covenants. (i) During the period beginning on the Closing Date and ending on the Third Earn-Out Payment Date (the “Earn-Out Period”), (A) the Company will remain an independent entity unless otherwise mutually agreed by Buyer and the Shareholders’ Representative, (B) Parent and Buyer shall cause the Company to track separately all financial information as is necessary to effectively make a determination of the Earn-Out Payments under this Section 1.5 and each of the components that goes into the determination of the Earn-Out Payments, and (C) the Company shall, and Parent and Buyer shall cause the Company to, prepare Unaudited Financials that are separate from and not consolidated with the financials of Parent and/or Buyer. Notwithstanding the foregoing, after the Closing, the Company’s operations may be moved to, and conducted at, Parent’s existing facilities located at 0000 Xxxxxxx Xxxxxxx XX, Xxxxxxxxxxx, XX (the “Parent Facilities”); provided, however, no portion of the cost of any leasehold improvements associated with the Company’s relocation to the Parent Facilities will be charged to the Company; provided, further, no adjustments to the calculation of the Earn-Out Payments shall be made to account for any distractions and other reductions in the Company’s productivity caused by its relocation to the Parent Facilities.
Earn-Out Covenants. Buyer shall at all times act in good faith with respect to its obligations in this Section 1.1(d), provided, that nothing in this Agreement shall be deemed to require Buyer or any of its Affiliates (including, from and after the Closing, the Company) engaged in the operation or conduct of the business of the Company to be under any obligation to operate the business of Buyer or any of its Affiliates (including, from and after the Closing, the Company) so as to maximize the amount of the Earn-Out Payments (if any); and provided, further, and without limiting the foregoing proviso, that nothing in this Agreement will prohibit Buyer or its Affiliates (including, from and after the Closing, the Company) from making any business decisions or taking any actions regarding the operation of their respective businesses, including (A) integrating the operations of Company or its business with the other businesses and divisions of Buyer and its Affiliates, including compliance with the employment practices, regulatory matters, intellectual property protections and practices, accounting policies, internal controls and other general corporate policies of Buyer and its Affiliates, (B) reducing or downsizing the operations of the Company or its business, including the working capital, liquidity, capital expenditure and human resource levels and other support and development commitments with respect to the Company or its business, or (C) otherwise changing the businesses or business plans of Buyer or its Affiliates (including, from and after the Closing, the Company), except (x) to the extent any such business decision is made or other action taken for the sole purpose of reducing the amount of any Earn-Out Payments in accordance with this Agreement or (y) solely with respect to the Blacksky Condition, to the extent that Buyer intentionally or materially breaches any Blacksky Qualifying Contract and such breach results in the termination by Blacksky of such Blacksky Qualifying Contract in accordance with the terms thereof. The Seller agrees that it will have no claim or other rights related to decisions made or actions taken by Buyer and its Affiliates after the Closing made in accordance with this Section 1.1(d)(ii), even if such decisions or actions result in a reduction or elimination of any or all of the Earn-Out Payments.
Earn-Out Covenants. Until December 31, 2003, unless earlier terminated by their terms, Parent shall and Parent shall cause its Subsidiaries to, comply with the operational covenants with respect to the Target Companies set forth on Schedule 1.18(e).
Earn-Out Covenants. (a) Conduct of the Business During Earn-Out Period. From the date hereof until the earlier of (x) payment of Earn-Out Payments in an amount equal to the Earn-Out Cap and (y) December 31, 2023 (such period, the “Earn-Out Period”), Parent covenants and agrees as follows:
Earn-Out Covenants. From and after the Closing and through the Earnout Period: (i) the Parent shall maintain adequate records to account for the Bookings of the Surviving Corporation; (ii) the Parent, subject to the Delegation of Authority, shall cause the Surviving Corporation to operate the Surviving Corporation’s business in a manner reasonably consistent with Parent’s Standard Policies and Procedures (a copy of which is posted on the Parent’s intranet website); (iii) the Parent shall, and shall make reasonable commercial efforts to cause the Surviving Corporation to, remain in material compliance with all Applicable Laws (including but not limited to the FAR); (iv) the Parent shall refer (or cause to be referred) to the Surviving Corporation all new projects and contracts of Parent and its Subsidiaries that primarily utilize (A) the Surviving Corporation’s areas of specialized expertise or (B) the Surviving Corporation’s Intellectual Property; (v) the Parent shall maintain a reporting system that will account for the Bookings of the Surviving Corporation; (vi) the Parent shall make available to the Surviving Corporation during the Earnout Period (y) the sum of Two Hundred Sixty Two Thousand Eight Hundred Eighty Eight Dollars ($262,888) for the Surviving Corporation to make reasonable and necessary capital expenditures (as calculated in accordance with the Company’s capitalization policy prior to Closing) during the Earnout Period and (z) normalized levels of working capital, assets and facilities; (vii) the Parent shall not cause the Surviving Corporation to reduce the number of its business development managers during the Earnout Period below the number of business development managers retained by the Company on September 1, 2006; (viii) the Parent shall cause the Surviving Corporation to structure the compensation package of such business development managers so it is, on a whole, not less favorable than the compensation package of such business development managers as of September 1, 2006; and (xi) the Parent shall not change the Surviving Corporation’s line of business during the Earnout Period in such a manner that would materially reduce the likelihood of the Company making Bookings. From the date hereof, the Surviving Corporation shall not take any actions prior to the Earnout Period to delay what would otherwise be Bookings if they were entered into during the Earnout Period.
