Earn-Out definition

Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

Earn-Out has the meaning set forth in Section 3.1(c).

Earn-Out means, with respect to any Person, any payment that may be required to be made by such Person in connection with an Acquisition, where the obligation of such Person to make such payment (or the amount thereof) is contingent upon the financial or other performance of the Person or asset acquired. The amount of any Earn-out shall equal the anticipated amount thereof as reasonably determined in good faith by the Company.

Examples of Earn-Out in a sentence

• The Company covenants and agrees to maintain sufficient cash, or availability of cash (e.g., by way of a line of credit) in order to fund the Earn-Out.

• The Maximum Earn-Out, less any reductions as set forth in this paragraph, is hereinafter referred to as the "Earn-Out".

• The collateral security agreement evidencing the collateralization of the Shareholder Loan with the Company Stock and the Earn-Out shall be on such terms as are reasonably acceptable to the Company, which terms shall include, but shall not be limited to, the retention of all of the Company Stock by the Company until full repayment of the Shareholder Loan (including accrued interest).

• The Shareholder Loan shall mature as of the date that the Earn-Out is payable.

• The Company shall pay thirty percent (30%) of the Purchase Price in cash (the "Maximum Earn-Out"), which is subject to reduction in accordance with the terms of the next paragraph, and seventy percent (70%) of the Purchase Price in (restricted) stock of the Company (the "Company Stock"), at the Closing.

More Definitions of Earn-Out

Earn-Out means, with respect to an acquisition of any assets or property by the Borrower or any of its Subsidiaries constituting an acquisition of all or substantially all of the assets of, or any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Equity Interests of any Person, that portion of the purchase consideration therefor and that portion of all other payments and liabilities (whether payable in cash or by exchange of Equity Interests or of any property or otherwise), directly or indirectly, payable by any Loan Party in exchange for, or as part of, or in connection with, such acquisition that is deferred for payment to a future time after the consummation of such acquisition, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business but excluding any working capital or purchase price adjustments.

Earn-Out means the earn-out portion of the Purchase Price as determined pursuant to Section 2.3 of this Agreement.

Earn-Out has the meaning set forth in Section 2.2.4 below.

Earn-Out shall have the meaning given to such term in Section 2.2.2.2 herein.

Earn-Out has the meaning given to it in the Earn-Out Agreement.

Earn-Out has the meaning set forth in the Recitals of this Agreement.

Earn-Out has the meaning set forth in the Recitals.