Management Earnout Clause Samples

Management Earnout. Prior to, or as soon as reasonably practicable following, the Closing Date, Iris shall execute and deliver, or cause to be executed and delivered, all such documents and instruments, and take, or cause to be taken, all such further actions, in each case as are reasonably necessary so that Iris may issue a number of Iris Ordinary Shares and/or Iris Class C Shares sufficient to satisfy its obligations under the management earnout to be implemented in accordance with Schedule B, whether such shares are reserved as treasury shares or authorized to be issued as newly issued Iris Ordinary Shares and/or Iris Class C Shares, with Iris’ obligations under such arrangements contingent on (i) having a sufficient number of treasury shares of Iris available, or Iris having sufficient distributable reserves to support the issuance of new shares without payment by the recipient of the subscription price; or (ii) other corporate measures are put in place by the Iris shareholders post-closing to allow Iris to issue ▇▇▇▇ ▇▇▇▇▇▇▇▇ shares and/or Iris Class C shares. The Company undertakes to provide reasonable assistance and support to Iris to enable it to meet its obligations under Schedule B and this
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Management Earnout. (a) For a period of up to two years and three months following the Acquisition Effective Time and subject to the terms and conditions herein, following the Closing, as additional consideration for the Merger, within five Business Days after the occurrence of a Triggering Event, the Acquiror shall notify in writing (an “Earnout Notice”) each Eligible Company Equityholder that they are eligible to receive the following number of Earnout Interests in accordance with their Earnout Pro Rata Share: (i) upon the occurrence of Triggering Event I, a one-time issuance of 1,931,167 Earnout Interests; (ii) upon the occurrence of Triggering Event II, a one-time issuance of 1,931,168 Earnout Interests; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 1,931,168 Earnout Interests. (b) For the avoidance of doubt, the Eligible Company Equityholders shall be entitled to receive Earnout Interests upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than an aggregate of 5,793,503 Earnout Interests (and only upon the occurrence of a Triggering Event I, a Triggering Event II and a Triggering Event III). (c) All Earnout Interests to be issued and delivered in connection with this Section II.11 to the Eligible Company Equityholders: (i) are an integral part of the consideration to be received by the Eligible Company Equityholders in connection with the Mergers; (ii) shall not represent any ownership or equity interest and shall not carry voting or dividend rights or bear a stated rate of interest or any other rights as a stockholder of the Company; (iii) shall be non-transferable or assignable, except by operation of law or by will or intestacy; and (iv) shall not be evidenced by any form of certificate or instrument. (d) All Earnout Interests to be issued and delivered in connection with this Section II.11 to the Eligible Company Equityholders shall be, upon issuance and delivery of such Earnout Interests, duly authorized and validly issued and, to the extent such concept is applicable, fully paid and non-assessable, free and clear of any Lien, other than Liens as created by the Acquiror Organizational Documents, as applicable, or arising pursuant to applicable securities Laws. (e) If an Eligible Company Equityholder has provided written notification to the Acquiror within 10 Business Days follow...
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Related to Management Earnout

  • Investment Earnings The Servicer will receive investment earnings (net of losses and investment expenses) on funds in the Bank Accounts as additional compensation for the servicing of the Receivables. The Servicer will direct the Indenture Trustee to withdraw the investment earnings and distribute them to the Servicer on each Payment Date.

  • Monthly Management Fee Payment On the first business day of each month, each class of each Fund shall pay the management fee to the Investment Manager for the previous month. The fee for the previous month shall be the sum of the Daily Management Fee Calculations for each calendar day in the previous month.

  • MANAGEMENT CHARGE 16.1 In consideration of the establishment and award of this Framework Agreement and the management and administration by the Authority of the same, the Supplier agrees to pay to the Authority the Management Charge in accordance with Clause 16.2 below. 16.2 The Authority shall be entitled to submit invoices to the Supplier in respect of the Management Charge due each Month based on the Management Information provided pursuant to Framework Agreement Schedule 8 (Management Information), and adjusted: 16.2.1 in accordance with paragraph 5.5 of Framework Agreement Schedule 8 (Management Information) to take into account of any Admin Fee(s) that may have accrued in respect of the late provision of Management Information; and 16.2.2 pursuant to paragraph 6 (Default Management Charge) of Framework Agreement Schedule 8 (Management Information) to take into account any under payment of the Management Charge. 16.3 Unless agreed otherwise, the Supplier shall pay the amount stated in any invoice submitted under Clause 16.2 within thirty (30) Days of the date of issue of the invoice. 16.4 The Management Charge shall apply to the full Charges as specified in each and every Order and shall not be varied as a result of any reduction in the Charges due to the application of any service credits and/or any other deductions made under any Call-Off Contract. 16.5 The Management Charge shall be exclusive of VAT. The Supplier shall pay the VAT on the Management Charge at the rate and in the manner prescribed by Law from time to time. 16.6 Interest shall be payable on any late payments of the Management Charge under this Framework Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

  • Management Fees (a) In consideration of the services provided by the Investment Manager, each class of a Fund shall pay to the Investment Manager a management fee that is calculated as described in this Section 6 using the fee schedules described herein.

  • Payment of the balance Within sixty days of completion of the tasks referred to in each order or specific contract, the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents, which are provided for in the Special Conditions: ➢ a final technical report in accordance with the instructions laid down in Annex I; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;