Earn Out Representative definition

Earn Out Representative means Xx. Xxxx X. Shea, or, if Xx. Xxxx X. Shea dies, resigns or for any reason refuses or is unable to act, a substitute specified in a written notice of substitution delivered to Purchaser and signed by Compost.
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Earn Out Representative means Gary Xxxxxxxxxx, xx, if Gary Xxxxxxxxxx xxxs, resigns or for any reason refuses or is unable to act, a substitute specified in a written notice of substitution delivered to Purchaser and signed by the Shareholders.
Sample 1
Earn Out Representative means Paul X. Xxxxxxx, xx, if Mr. Xxxxxxx xxxs, resigns or for any reason refuses or is unable to act, a substitute specified in a written notice of substitution delivered to the Purchaser and signed by the Grat and Mr. Xxxxxxx (xx his legal representative, heirs, successors or designees).
Sample 1

Examples of Earn Out Representative in a sentence

  • If the Earn Out Representative does not deliver an Objection Notice to the Purchaser during the Response Period, then the Purchaser’s calculation of the Results shall be binding and conclusive on the Purchaser, the Earn Out Sellers and the Earn Out Representative.

  • Each of the Purchaser and the Earn Out Representative shall have the right to appoint one Expert and the two Experts so appointed by them shall select a third Expert, all of whom shall be qualified by education, knowledge and experience in the appropriate field or discipline relating to the substance of the dispute.

  • The Purchaser shall notify the Earn Out Representative promptly after the Purchaser becomes aware of the occurrence of any Acceleration Event prior to the end of the Earn Out Period, unless an Intervention Event shall have occurred prior to the occurrence of an Acceleration Event (the date such notice is received by the Earn Out Representative being referred to as the “Acceleration Event Notice Date”).

  • The determination by the independent accounting firm of: (i) the applicable Earn Out Amount, if any, determined to be correct (the “Actual Earn Out Amount”); and (ii) the non-prevailing party (as described below), shall be conclusive and binding on the Purchaser, the Earn Out Sellers and the Earn Out Representative.

  • At the Purchaser’s sole discretion, the Purchaser may elect to issue Purchaser Shares in lieu of paying any portion of any Earn Out Amount or the Acceleration Amount in cash by providing written notice to the Earn Out Representative at least 20 days prior to the date that such payment is due (such election being referred to as a “Stock Payment Election”).

  • Each of the Earn Out Representative and the Purchaser shall appoint their respective Expert within 15 Business Days from the date of the Notice of Intent, and give the other the name, position, address, phone number, email address (if any) and experience of its Expert.

  • In the event that either Expert named by the Purchaser and the Earn Out Representative is or becomes unwilling or unable to act, the party selecting that Expert shall select another Expert within a reasonable time of learning of the unwillingness or inability of the original Expert to act.

  • If the two Experts so named shall fail within 10 Business Days after the appointment of the second Expert to agree upon and to select a third Expert (the “Third Expert”), then either of the Purchaser or the Earn Out Representative may thereafter request the President of the Law Society of England and Wales from time to time to select the Expert to complete the board of three.


More Definitions of Earn Out Representative

Earn Out Representative means the person appointed in accordance with Section 5.1 to act on behalf of the Earn Out Sellers, or any successor Earn Out Representative, also appointed in accordance with Section 5.1.
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Earn Out Representative has the meaning given to it in the Earn Out Agreement;
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Earn Out Representative means the person appointed in accordance with Section 5.1 to act on behalf of the Earn Out Sellers, or any successor Earn Out Representative, also appointed in accordance with Section 5.1. (gg) “Earn Out Sellers” shall mean the Sellers holding Earn Out Election Shares at Completion and their successors and permitted assigns. (hh) “EBIT Margin”, for any particular period, shall mean the consolidated earnings of the Group before interest and taxes during such period determined in a manner consistent with the Budget (excluding any Excluded Revenue and any direct and indirect costs incurred by the Group associated with any Excluded Revenue) divided by the Net Revenue during such period (calculated in the same manner as EBIT Margin is calculated in accordance with the Specified Accounting Principles). (ii) “Exchange Rate” shall mean, for the purpose of translating an amount denominated in a currency other than Euro into Euro as of a specified date, the closing mid-point rate for exchanges between the relevant currency and Euro on the Business
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Related to Earn Out Representative

  • Stockholder Representative has the meaning set forth in the preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Independent representative means a person who:

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Holders’ Representative means the Holders’ Representative named in the first paragraph of this Agreement or any direct or indirect successor Holders’ Representative designated in accordance with Section 6.3.

  • Management Representative means an individual designated to hear grievances on behalf of the University.

  • Holder Representative has the meaning specified in Section 11.1.

  • Principal’s Representative means the person nominated by the Principal or other person from time to time appointed in writing by the Principal to act as the Principal’s Representative for the purposes of the Contract.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Seller Representative means Xxxxx Bank.

  • public representative means an individual who is not a member, former member, student or former student of any accounting body;

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Company Representative means the person or persons appointed and approved in writing from time to time by the Company to act on its behalf for overall co- ordination.

  • Supplier’s Representative means the representative appointed by the Supplier from time to time with overall responsibility for this Contract and notified to the Customer;

  • Project Representative means the individual(s), including but not limited to the Resident Engineer, to whom the Authority Representative has delegated Project responsibilities. If a Project Representative is appointed, the Project Representative represents the Authority Representative on the Project within the limits of that delegation with respect to any part of the Work.

  • Factory representative means an agent or employee of a manufacturer, distributor, or factory branch retained or employed for the purpose of making or promoting the sale of new motor vehicles or for supervising or contracting with new motor vehicle dealers or proposed motor vehicle dealers.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Resident Representative means (if any) the individual (or, if permitted in accordance with the Companies Acts, the company) appointed to perform the duties of resident representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed by the Board to perform any of the duties of the Resident Representative;

  • Supplier Representative means the representative appointed by the Supplier from time to time in relation to this Framework Agreement;

  • Procurement Representative means the person authorized by ULA’s cognizant procurement organization to administer and/or execute this Contract.

  • Advisory representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.