Examples of Earn Up Agreement in a sentence
The Company shall be obligated to pay Forseti under this Agreement only to the extent that the Company has received a like amount as payment from JEDI under the JEDI Earn Up Agreement.
Notwithstanding anything to the contrary in this Agreement, if a Dispute involves the determination of Price, the Price, as determined by arbitration under this Section 5, shall not (i) (a) exceed the higher or Price1 and Price2, or (b) be lower than the lower of Price1 and Price2, or (ii) exceed the Price as determined under the Forseti Earn Up Agreement, including a Price as determined by arbitration under the provisions of the Forseti Earn Up Agreement.
Notwithstanding anything to the contrary in this Agreement, if a Dispute involves the determination of Price, the Price, as determined by arbitration under this Section 5, shall not (i) (a) exceed the higher or Price(1) and Price(2), or (b) be lower than the lower of Price(1) and Price(2), or (ii) exceed the Price as determined under the Forseti Earn Up Agreement, including a Price as determined by arbitration under the provisions of the Forseti Earn Up Agreement.
The Company has full right, power (corporate and other) and authority to enter into this Agreement, the Escrow Agreement, the Earn Up Agreement, and the Warrants.
The Stockholder has full right, power (corporate and other) and authority to enter into this Agreement, the Escrow Agreement, and the Earn Up Agreement and to sell, assign, transfer, and deliver the Shares.
No authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency or other Person, which have not already been made or obtained, are necessary for the execution, delivery or performance by the Company of this Agreement, the Earn Up Agreement, the Escrow Agreement, or the Warrants and the Warrant Shares and the consummation of the transactions contemplated herein and therein or the validity or enforceability hereof or thereof.
At the Second Closing and subject to the terms and conditions in this Agreement, the Stockholder shall sell to the Company, and the Company shall purchase from the Stockholder, the Shares, free and clear of any claim, lien, encumbrance or limitation whatsoever (a "Lien") for an aggregate purchase price of (i) U.S. $5,000,000 cash, (ii) the Class A Warrants, (iii) the Class B Warrants, and (iv) the execution and delivery by the Company of the Earn Up Agreement.
Borrower may prepay the principal amount of the Term Loan at any time in any amount, whether voluntarily, or by acceleration, or as otherwise required by this Agreement, provided that it concurrently pays with the prepayment a prepayment fee in an amount set forth in Section 2.6(g) of Schedule B.
All necessary actions have been taken to ensure that the execution, delivery, and performance by the Company of this Agreement, the Earn Up Agreement, the Escrow Agreement, the Warrants, and the consummation of the contemplated transactions herein and therein have been duly authorized.
All necessary actions have been taken to ensure that the execution, delivery, and performance by the Stockholder of this Agreement, the Earn Up Agreement, the Escrow Agreement, and the consummation of the contemplated transactions herein and therein have been duly authorized.