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 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 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.
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Examples of Earn Out Representative in a sentence

  • If Earn Out Representative objects in writing to Purchaser's computation, then Purchaser and Earn Out Representative shall negotiate in good faith and attempt to resolve their disagreement.

  • 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.

  • 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”).

  • Earn Out Representative shall review the calculation of the Three Year Average EBITDA within fifteen (15) business days after delivery thereof and notify Purchaser in writing of any disagreement with such calculation.

  • Purchaser's methodology for determination of the Three Year Average EBITDA and the results thereof shall be forwarded to Earn Out Representative.

  • 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.

  • Purchaser shall provide Earn Out Representative with access upon request to the data it used to determine the Three Year Average EBITDA as well as all relevant books and records of the Company to the extent required to review the EBITDA computation, including, if necessary, the relevant working papers of the Company's auditors.

  • 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.

  • If within such fifteen (15) business days following delivery Earn Out Representative does not object in writing thereto, then Purchaser's determination of the Three Year Average EBITDA shall be conclusive.


More Definitions of Earn Out Representative

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).
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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 representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • 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.

  • Purchaser’s Representatives shall have the meaning ascribed to it in Section 6(a) herein.

  • 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.