Earn Up Agreement definition

Earn Up Agreement means the Earn Up Agreement, dated as of the date hereof, between the Company and the Holder.
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Earn Up Agreement means the Earn Up Agreement dated as of May 6, 1997 between the Company and Forseti Investments Ltd.
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Earn Up Agreement means the Earn Up Agreement to be entered into between the Company and Stockholder substantially in the form of Exhibit C to this Agreement.
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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.

  • This new value is considerably closer to the published value of 0.34, and it is even closer taking into account the uncertainty for each.

  • 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.

  • 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.

  • Subject to the terms and conditions herein set forth, the Company agrees that it will issue and sell to the Purchaser and the Purchaser agrees that it will purchase from the Company at the Time of Purchase (a) 9,600,000 shares of Series A Convertible Preferred Stock (the "Shares"), (b) the Purchaser Warrants and (c) the Robexxxxx Xxxrants, in exchange for consideration payable to the Company consisting of (i) cash in the amount of $5,000,000 and (ii) the Purchaser Earn Up Agreement.

  • 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 Stockholder of this Agreement, the Escrow Agreement, the Earn Up Agreement, 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.

  • 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.

  • 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.

  • 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.


More Definitions of Earn Up Agreement

Earn Up Agreement means the Earn Up Agreement dated as of , 1997 between the Company and Forseti Investments Ltd.
Sample 1

Related to Earn Up Agreement

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Rollover Agreement has the meaning set forth in the Recitals.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Payment Agreement means a written agreement which provides

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.