Earn Out Protections Sample Clauses

Earn Out Protections. 11.1 Subject to clause 11.2, the Buyer undertakes to the Seller that during the period commencing on the Completion Date and ending at 11.59 p.m. (London time) on the final day of the final Earn-out Period:
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Earn Out Protections. (a) For avoidance of doubt, except as set forth below concerning the Transferred Employees and the origination business acquired from the Seller, Buyer may operate all of its businesses, including the business of originating, servicing and selling Mortgage Loans, in its sole discretion. Between the Closing Date and the end of the Earn-Out Period, Buyer will operate in good faith with respect to the Transferred Employees and the origination business acquired from the Seller; provided, however, that in no event may Buyer: (i) fail to use commercially reasonable efforts to obtain or maintain any material license or permit necessary to enable the activities of employees whose volume or efforts contribute to the Earn-Out, which failure could be reasonably expected to have a material adverse effect on the Earn-Out; (ii) reduce the total compensation opportunity for the Managing Director under the Managing Director Employment Agreement; (iii) change the reporting relationship of any Loan Officer such that, as a result of the change, the Loan Officer ceases to generate volume that would otherwise qualify for the Earn-Out; or (iv) take or omit to take any action that disproportionately affects employees whose volume or efforts contribute to the Earn-Out, as compared to the Transferred Business as a whole or other similarly situated employees (collectively, the “Earn-Out Protections”).
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Earn Out Protections. 6.1 The Buyer undertakes with the Sellers to procure that during the Earn-out Protection Period (save with the prior written consent of the Sellers, such consent not to be unreasonably withheld or delayed) the provisions of Part C of this Schedule 10 shall be complied with. For the avoidance of doubt, the Buyer will not be in breach of its obligations under this paragraph 6.1 or of Part C of this Schedule 10 to the extent that an alleged breach by the Buyer (occasioned through the Companies) is caused by any deliberate action or omission by any of the Sellers.
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Earn Out Protections. Following the Closing Date and until the completion of the 2021 calendar year, (i) the Buyer will operate the Company in good faith, (ii) the Buyer shall not take any actions (or omit to take any actions) in bad faith that would have the primary purpose of avoiding or reducing the Earn Out Payment hereunder and (iii) in the event the Buyer or the Company (A) consolidates with or merges into any other Person and shall not be the continuing entity after such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that such continuing entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 1.7.
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Earn Out Protections. 14 9. MANAGEMENT OF THE GROUP POST COMPLETION . . . . . . . . . . . . . . . 18 10. COVENANTORS' REPRESENTATIVE . . . . . . . . . . . . . . . . . . . . . 19 11.
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Earn Out Protections. 8.1 In recognition of the Covenantors' interest in achieving the maximum amount payable in respect of the Deferred Loan Notes, the Offeror hereby undertakes to the Covenantors that following Completion and until the earlier of 31 December 2002 and the date on which no further Deferred Loan Notes may be issued, save with the prior written consent of the Covenantors' Representative (which may only be withheld to the extent legitimate to protect the interests of the Covenantors achieving the maximum amount payable in respect of the Deferred Loan Notes) or as provided in Clauses 8.2 to 8.4 inclusive below:-
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Earn Out Protections. To preserve the Business for the purposes of allowing the Warrantor Sellers to receive the payment contemplated by Sections 2.4 (Technology Earn-Out) and 2.5 (Performance Earn-Out), Buyer and Sellers agree that following the Closing, until the later of the Technology Earn-Out Payment Date and the Performance Earn-Out Payment Date, except with the prior written consent of Mr. Gary Xxxxxx (xxch consent not to be unreasonably withheld or delayed having regard to the best interests of the Company as a going concern), Buyer will not, and will not cause or permit any of its subsidiaries to:
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Related to Earn Out Protections

  • Anti-Dilution Protection In the event that the Company consummates a sale of Common Stock for cash consideration (a “Financing”) prior to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and the price per share of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the exercise of any warrants, options or convertible securities granted, issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash consideration.

  • Whistleblower Protection Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Employee (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and the Employee shall not be not required to notify the Company that such reports or disclosures have been made.

  • Whistleblower Protections and Trade Secrets Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

  • Further protections for the Creditor Parties In addition to the terms set out in Clause 13.3, the Borrower shall procure that the obligatory insurances shall:

  • Soldiers' and Sailors' Civil Relief Act The Mortgagor has not notified the Seller, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Relief Act or any similar state statute;

  • Further Protection The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).

  • Lien Protection Lessee shall pay when due all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than ten (10) days' notice prior to the commencement of any work in, on, or about the Premises, and Lessor shall have the right to post notices of non-responsibility in or on the Premises as provided by law. If Lessee shall, in good faith, contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense, defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Premises. If Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to one and one-half times the amount of such contested lien claim or demand, indemnifying Lessor against liability for the same, as required by law for the holding of the Premises free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's attorneys' fees and costs in participating in such action if Lessor shall decide it is to its best interest to do so.

  • Older Workers Benefit Protection Act This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Employee is advised to consult with an attorney before executing this Agreement.

  • Telephone Consumer Protection Act Consent Each Member expressly consents to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from the Administrator, its affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that the Member has provided to the Company or Masterworks (including any cellular telephone numbers). Member’s cellular or mobile telephone provider will charge Member according to the type of plan Member carries. Any Member may unsubscribe from receiving text messages or promotional calls at any time by (i) replying STOP, STOPALL, UNSUBSCRIBE, CANCEL, END or QUIT to any text message such Member receives from the Company or Masterworks or (ii) email to sxxxxxx@Xxxxxxxxxxx.xx with one of the forgoing words in the subject line. Each Member acknowledges and consents that following such a request to unsubscribe, such Member may receive one final text message from Masterworks confirming such request.

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