Earnout definition

Earnout has the meaning set forth in Section 2.9(a).

Earnout as defined in Section 2.4.

Earnout means (a) any initially contingent payment obligation related to a Permitted Acquisition, including, without limitation, in the form of earnout payments, purchase price adjustments, deferred purchase price payments and bonuses and other forms of compensation to directors, officers, employees or consultants, in each case so long as (i) such payment obligations are contingent at the time such obligation is incurred or entered into, and subject to adjustment based on the performance of the Person and/or assets so acquired, (ii) such payment obligations are not subject, at the time such obligation is entered into, to any minimum payment, in whole or in part by Holdings or any of its Subsidiaries, and (iii) prior to becoming fixed or matured, such payment obligations are not evidenced by a promissory note or secured by a pledge of assets by Holdings or any of its Subsidiaries, or (b) the portion of a payment obligation described in clause (a) which has become fixed and matured.

Examples of Earnout in a sentence

• The consummation of a Purchaser Change of Control during the Earnout Period will result in the immediate and full acceleration of the then-unpaid collective value of the Earnout Payment whereby Seller shall be entitled to receive from Purchaser the maximum amount of the Earnout Payment that has not been previously paid upon the consummation of such Purchaser Change of Control.

• The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Shareholder shall deliver all of the Company Shares to the Purchaser, and the Purchaser Parties shall cause the Purchaser to receive the Estimated Closing Exchange Consideration plus the Earnout Shares and the Additional Earnout Shares.

• During the Earnout Period, Purchaser shall not, and shall cause each of its Affiliates (including the Company and the Company Subsidiary) not to, take any action, or fail to take any action, with respect to the Company and the Company Subsidiary with the specific intent of avoiding or reducing an Earnout Payment.

• Borrower acknowledges that Conditional Earnout Advances shall be made in Xxxxxx’s sole discretion and Lender has no obligation to advance any portion of the Conditional Earnout Advance Amount even if the foregoing conditions are satisfied.

• In further consideration for the Transaction, Purchaser shall, or Purchaser shall cause the Company to (on behalf of Purchaser), pay in cash by delivery of immediately available funds to Seller, the Earnout Payment to the extent due and payable subject to the terms and conditions set forth in this Section 1.7.

More Definitions of Earnout

Earnout shall have the meaning set forth in Section 2.1(b)(ii)(A).

Earnout payment obligations in respect of any Permitted Business acquired by the Company or any Restricted Subsidiary), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, (v) all Capitalized Lease Obligations and all Attributable Indebtedness of such Person, (vi) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, (vii) all Indebtedness of other Persons to the extent Guaranteed by such Person, (viii) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary of the Company, any Preferred Stock of such Restricted Subsidiary to the extent such obligation arises on or before the Stated Maturity of the Securities (but excluding, in each case, accrued dividends) with the amount of Indebtedness represented by such Disqualified Stock or Preferred Stock, as the case may be, being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price; provided that, for purposes hereof the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock, as the case may be, which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as the case may be, as if such Disqualified Stock or Preferred Stock, as the case may be, were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based on the fair market value of such Disqualified Stock or Preferred Stock, as the case may be, such fair market value shall be determined in good faith by the Board of Directors of the Company and (ix) to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest Rate Agreements. Unless specifically set forth above, the amount of Indebtedness of any Person at any date shall be the outstanding principal amount of all unconditional obligations as described above, as such amount would be reflected on a balance sheet prepared in accordance with GAAP, and the maximum liability of such Person, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations described above at such date.

Earnout has the meaning given to it in Section 2.2(c).

Earnout means the additional consideration payable to the Company by way of the earn-out arrangements described in paragraph 3 of Part 2

Earnout means, collectively, (i) the First Year Earnout, (ii) the Second Year Earnout and (iii) the Third Year Earnout.

Earnout has the meaning set forth in §2.

Earnout means, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of all obligations of such Person for “earnouts,” purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts; provided, however, that for purposes of this definition, “Earnout” shall not include any consideration or any other payments made or to be made to the Seller Companies (as defined in the Trican Asset Purchase Agreement) (or their successors or assigns) under any Trican Acquisition Document in effect as of the Fourth Amendment Closing Date.