Earn-Out Definitions Sample Clauses

Earn-Out Definitions. The following capitalized terms shall have the meanings ascribed thereto below: (i) For the purposes of this Exhibit C, a termination for “Cause” shall mean a termination that is either: (i) for ‘Cause’ as such term is defined in the Holdback Agreement entered into between Xxxxxx and Parent on or about the date of this Agreement, or (ii) the persistent or material failure by Xxxxxx to comply with the Basic Management Limitations; provided that Xxxxxx shall be given written notice and a reasonable opportunity (of not less than thirty (30) days) to cure such conduct following the provision of such notice if such conduct is capable of cure.
Sample 1
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Earn-Out Definitions. For purposes of this Agreement, "Gross Profit" shall mean gross profit, as determined in the manner set forth on Schedule 2.4 hereof arising from its courier/ freight forwarding business performed during the First Twelve Month Period or the Second Twelve Month Period for the Listed Accounts as to which the customer makes payment in full within, or not later than 75 days after the end of, the First or Second Twelve Month Period, respectively. No collections on accounts receivable for services performed before the beginning of the First Twelve Month Period shall be included in computing Gross Profit. "First Twelve Month Excess" shall mean the excess of (i) the Gross Profit of the Purchaser from Listed Accounts for the First Twelve Month Period over (ii) the 100% Xxxx.
Sample 1
Earn-Out Definitions. For purposes of this Agreement, the terms set forth below shall have the following meanings: (i) The "Value of the AMS Shares" shall equal $2,000,000.00; provided, however, that if the Average Price (as defined in Section 1.2(b)) is (1) Below $11.00 per share, then the "Value of the AMS Shares" shall equal the Average Price multiplied by 181,818; and (2) Above $17.00 per share, then the "Value of the AMS Shares" shall equal the Average Price multiplied by 117,647.
Sample 1
Earn-Out Definitions. Unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:
Sample 1
Earn-Out Definitions. The following definitions shall be applicable for purposes of determining the amount, if any, of the Earn-Out payment which may be payable to Seller hereunder:
Sample 1

Related to Earn-Out Definitions

  • Tax Definitions The following terms, as used herein, have the following meanings:

  • Special Definitions For purposes of this Section, the following specialized terms will have the following meanings:

  • Financial definitions In this Agreement:

  • – SCOPE & DEFINITIONS 2.01 The Employer recognizes the Union as the bargaining agent of all Registered and Graduate Nurses employed by Revera Long Term Care Inc. operating as Columbia Forest Long Term Care Centre, Waterloo, Ontario, in a nursing capacity save and except the Assistant Director of Care and persons above the rank of Assistant Director of Care. (a) A full-time employee shall mean an employee covered by this Agreement who is committed to and regularly works the full work period of seventy- five (75) bi-weekly hours, exclusive of overtime. (b) A regular part-time employee is one who is committed to and regularly works less than the full prescribed bi-weekly hours of work. (c) A casual part-time employee means an employee who is called to work on a call in basis, but who does not work a regular schedule, or does so only for a specified period. Such employee has the option of refusing work when it is made available to her, however, it is also understood that a casual part-time employee cannot unreasonably or consistently refuse to work shifts. 2.03 Whenever the feminine pronoun is used in this agreement, it includes the masculine pronoun, where the context so requires and vice-versa. Where the singular is used, it may also be deemed to mean the plural and vice-versa.

  • Amended Definitions The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows:

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

  • New Definitions The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

  • SECTION I - DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed herein unless otherwise stated or reasonably required by the Agreement, and other forms of any defined words shall have a meaning parallel thereto.

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • Transfer Definitions For purposes of this Article 7 “

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