Earn-Out Period. If, during the period starting on September 1, 2021 and ending on December 31, 2023 (the “Earn-Out Period”), Earn-Out Net Sales are equal to or greater than the Earn-Out Threshold, then Acquiror shall pay, or cause to be paid, to the individuals set forth on Schedule 2.5(a) (each a “Earn-Out Recipient” and collectively, the “Earn-Out Recipients”), in accordance with and in the respective amounts set forth on Schedule 2.5(a), an amount for the Earn-Out Period calculated in accordance with Section 2.5(b) (the “Earn-Out Payment”). The Earn-Out Payment shall be payable in accordance with Section 2.5(c) and in no event shall exceed $25,000,000.
Earn-Out Period. 13 EARN-OUT RESOLUTION PERIOD.......................................................12
Earn-Out Period. The hereafter provided period of time subsequent to the Phase I Closing Date shall be divided into two segments (respectively, "First Segment," and "Second Segment," and generally, "Earn-Out Segment,"). Each Earn-Out Segment during which Seller has elected, as hereafter provided, to extend the term of this Agreement for Phase I shall be for a period of five (5) months or for such longer period as provided in Section 13.06 hereof. The First Segment for Phase I shall commence on the day after the Phase I Closing Date, and the Second Segment for Phase I (if Seller elected or is deemed to have elected to extend the Earn-Out Period) shall commence on the day after the expiration of the First Segment for Phase I. Provided the Phase I Closing occurs, Seller hereby elects to extend the term of this Agreement for the Phase I First Segment. Seller may elect, in its sole discretion, to extend the term of this Agreement for the Second Segment for Phase I by delivering to Purchaser Seller's written notice of such election ("Earn-Out Extension Notice") not less than thirty (30) days prior to the expiration of the Phase I First Segment. If Seller fails to deliver, as aforesaid, its Earn-Out Extension Notice, it shall act as notice to Purchaser that Seller has elected not to extend the term of this Agreement for the Phase I Second Segment, but such election or deemed election of Seller in respect to Phase I shall not affect the obligations of the Parties in respect to the Phase II Closing. However, notwithstanding the preceding sentence, if one or more of the Other Sellers elect(s), under the provisions of its respective Other Sale Agreement, to extend for the Second Segment, Seller, regardless of its election hereunder, shall be deemed to have elected to so extend this Agreement for the Second Segment for Phase I, except that an election by the Other Seller under the terms of the Other Sale Agreement for Tanasbourne Town Center (Phase I) to extend for the second segment thereunder shall not be deemed an election of Seller hereunder to extend the Earn-Out Period for the Second Segment of Phase I, if the closing for such Other Center is after the Phase I Closing. The aggregate of the Earn-Out Segments for which Seller has elected or is deemed to have elected to extend the term hereof for Phase I shall be referred to as the "Earn-Out Period." The Parties acknowledge that, notwithstanding any
Earn-Out Period. 4.1 From 1 January 2022 until 31 December 2023 (the “Earn Out Period”), the Sellers and the Buyer shall procure that the Target Group Companies are managed substantially in the same manner as it has been conducted heretofore subject to any regulatory obligations that GAMB Group has to operate the GAMB Business in a prudent manner in the ordinary course in accordance with applicable Law and in accordance with this Clause 4 to the extent permitted by any applicable Law.
4.2 Subject always to the Buyer carrying on the Business in the ordinary and usual course, during the Earn Out Period and the Buyer, acting reasonably, shall be entitled to take decisions and do things commercially reasonably required of it in order to protect the GAMB Business from any material adverse effect. However, the Buyer shall not, without the prior written consent of the Sellers’ Representatives (such consent not to be unreasonably withheld or delayed), do anything which would result in a deviation from the Business Plan and/or which could have a material and adverse effect on the Target Group Company’s ability to generate profit, or which could be reasonably foreseeable and likely to materially negatively affect the financial performance of the Target Group Companies and so result in the reduction of the unpaid balance of the Purchase Price or any Consideration Payment 2 and 3, including:
(a) making any material change to the nature or scope of any Target Group Companies’ business or trading activities;
(b) doing any act or thing which materially and adversely affects the relationship of any of the Target Group Companies with its customers, suppliers or distributors or any other person who ordinarily does business with the Target Group Companies;
(c) presenting a petition for its liquidation or passing of any resolution for its winding up unless in the reasonable opinion of the directors of the Target Group Companies, any of the Target Group Companies is insolvent and such action is necessary or desirable to ensure that all directors of the relevant Target Group Company comply with their obligations;
(d) changing the accounting reference date of the Target Group Companies; and
(e) selling, transferring or otherwise disposing of, or granting any Encumbrance over, any of the shares in any of the Target Group Companies (or enter into any agreement to do so);
(f) it shall procure that none of the Target Group Companies shall sell, transfer or otherwise dispose of all or a material part...
Earn-Out Period. BII’s obligation to pay to MabVax Therapeutics Holdings Inc. the Earn-Out Payment in the Territory shall begin, on a country-by-country and BII Product-by-BII Product basis, with the First Commercial Sale of such BII Product in such country and shall expire, the later of (a) the expiration of the last to expire Valid Claim of a [***] Program Patent covering the composition of matter of such a BII Product or (b) [***] years from the date of First Commercial Sale of such BII Product in such country (the “Earn-Out Period”).
Earn-Out Period. CardioSert’s right to receive Earn Out payments under this Agreement (including without limitation, Earn Out on Licensee Net Sales) shall continue until the later of: (i) the date of expiration and/or invalidation of the last of the CardioSert Patents or (ii) the end of a period of 10 (ten) years from the date of the First Commercial Sale on a country-by-country and on a Product-by-Product basis (i.e. ten years from the First Commercial Sale of a Type 1 Product with respect to Type 1 Products in the applicable country and ten years from the First Commercial Sale of a Type 2 Product with respect to Type 2 Products in the applicable) (“Earn Out Period”), provided that, unless it previously expired (i.e. in an applicable country and/or with respect to an applicable Product) the Earn Out Period shall expire by and no later than the tenth anniversary of the expiration and/or invalidation of the last of the CardioSert Patent in the US. Should the period referred to in Subsections (i) expire prior to the period referred to in Subsection (ii) above, (such period, the “Post-expiration Period”) then the Earn Out (including without limitation, Earn Out on Licensee Net Sales) payable to CardioSert during the Post-expiration Period shall be reduced by fifty percent (50%).
Earn-Out Period. (a) From the Completion Date until the end of the last Earn-Out Year, the Purchaser and PACT undertake to the Seller that they shall not, without the prior written consent of the Seller, make any changes to the business of the Company where such change is reasonably likely have a detrimentable impact on the ability of the Company to meet the targets set out in Clause 3.5.3 or do anything which is reasonably likely to prejudice the goodwill of the Company or its subsidiaries including but not limited to:
(i) using or disclosing or divulging to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group, companies whose province it is to know the same for the purposes of the Company carrying on the Business, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Purchaser undertakes further that it shall not use any advantages derivable from such confidential information for business or affairs other than the Business or affairs of the Company and its subsidiaries;
(ii) in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian or any similar word and symbol other than for the Company, its Business and the subsidiaries of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected;
(iii) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or
(iv) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries where the purpose of such dealing, canvassing, soliciting or approach is to entice or encourage such customer, supplier or client to cease or reduce its trading with the Company or its subsidiaries.
(b) For the avoidance of doubt, this clause shall not prevent the transfer into the Company of any other business or company within the PACT group at anytime during this period.
(c) Any action by the Purchaser or any member of the PACT...
Earn-Out Period. If the holder of the El Paso Interest or its designee or assign has not (i) deposited the EP Purchase Option Deposit Amount on or prior to the 90th day following notice of its exercise of the Limestone Certificate Purchase Right in accordance with Section 7.02(a), (ii) given notice of its exercise of the Limestone Certificate Purchase Right within 10 days after the occurrence of the Earn-Out Period Commencement Date or (iii) prior to the Earn-Out Period Commencement Date but after the satisfaction and discharge of the Indenture and the New Indenture, and after the occurrence of a Specified Equity Event, deposited the EP Purchase Option Deposit Amount on or prior to the Special Management Standstill Expiration Date for such Specified Equity Event, the Required Certificateholders shall have the right to direct the Trustee to exercise the rights of the Trust as holder of the Class A Member Interest, including, to cause an Asset Remedy Notice to be delivered to Chaparral from time to time in accordance with Section 11.3(b) of the Chaparral LLC Agreement and to cause the liquidation and sale of the assets of Chaparral pursuant to Section 12.10(b) of the Chaparral LLC Agreement. Any proceeds from the sale of the assets of Chaparral paid to the Trust as holder of the Class A Member Interest and any distributions from Chaparral in respect of the Class A Member Interest during the Earn-Out Period shall be deposited in the Limestone Collection Account and applied in accordance with Section 6.04(b) or Section 6.04(c), as applicable.
Earn-Out Period. (i) On each Earn-Out Distribution Date, all Available Cash of Chaparral (after provision for the payments required by clause (d) below) shall be distributed to the Class A Member until the Capital Account of the Class A Member shall equal zero (after taking into account all allocations required to be made to the Class A Member pursuant to Section 4.2 as of such Earn-Out Distribution Date).
(ii) On each Earn-Out Distribution Date, Chaparral shall pay the Class A Member, to the extent of all Available Cash (after providing for the payments required by 5.1(b)(i)), an amount equal to the Termination Period Guaranteed Payment, if any. Such amount shall be treated for income tax purposes as a "guaranteed payment" within the meaning of Code Section 707(c) and, whether or not paid, shall not affeCT the Class A Member's Capital Account.
Earn-Out Period. The hereafter provided period of time subsequent to the Closing Date shall be divided into two segments (respectively, "First Segment," and "Second
