EARN-OUT MATTERS Sample Clauses

EARN-OUT MATTERS. 46 52 Notwithstanding anything to the contrary set forth herein, the indemnification obligations under SECTION 8.2(a)(III) related to the earn-out under the DuPont Agreement shall be subject to the following:
Sample 1
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EARN-OUT MATTERS. 5.1. Uniphase acknowledges that the value of the consideration to be received by Philips for the Activity is in significant part dependent on operation of the Activity after the date hereof. Accordingly, Uniphase agrees that it shall operate and maintain the Activity in the ordinary course consistent with Uniphase's operation of its other businesses, subject to Uniphase's primary goal of maximizing value of Uniphase Common Stock for the benefit of its stockholders, operate the Activity with reasonable regard to Philips' interest to earn the maximum Earn-Out (as set out in Clause 3.3 (ii)). Without in any way limiting the obligations imposed on Uniphase by the immediately preceding sentence, for the period from the date hereof through the Issue Date, Uniphase shall, and shall cause the Uniphase Parties to, (i) maintain its corporate existence in good standing and qualify and remain qualified to do business in each jurisdiction in which it does business at the date hereof, (ii) in the absence of any material adverse change in the market for WDM Lasers or general economic conditions, continue the business of shipment of WDM Lasers, (iii) use its reasonable commercial efforts to preserve, renew and keep in full force and effect all its franchises and licenses necessary or desirable in the normal conduct of its business, (iv) use its reasonable commercial efforts to comply with all applicable laws, orders, rules and regulations of all governmental authorities required for the continued conduct of its business as conducted at the date hereof, (v) keep proper books of record and account, in accordance with Uniphase's accounting practices, for the purpose of verifying the shipment of WDM Lasers with respect to the Earn-Out during the Earn-Out Period; (vi) use reasonable commercial efforts to maintain and preserve its business organization, retain the services of its present officers and employees and maintain its relationships with its suppliers and customers and (vii) subject to Philips' obligation to comply with relevant insixxx xxxxxxx xxxes under applicable U.S. Securities laws, notify Philips promptly of any adverse change or prospective adverse change in its consolidated business, properties, financial condition or operations, present or prospective. Uniphase shall not, and shall cause any Uniphase Affiliate not to, cause or suffer to occur any other event or condition that may affect Uniphase's ability to satisfy its obligations set forth in the immediately...
Sample 1
EARN-OUT MATTERS 
Sample 1

Related to EARN-OUT MATTERS

  • Investment Matters The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Fiscal Matters 14 Section 4.11

  • SEC Matters (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents.

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

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