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

• Further, the Parties agree that Dangroup and/or Mxxxx’s right to receive the Earnout 1 and the Earnout 2 is intended to survive termination of the Amendment and will remain earned, due and payable without limitation after termination of the Amendment for whatever reason.

• Prior to 31 May 2024, in the event the Loan, Promissory Note and Earnout 1 have been paid in full, Airo shall make payments on Earnout 2 in one or more instalments, as agreed in the Fourth Amendment to the EPA executed 28 October 2022 provided that the board of directors of Sky-Watch ensures that there are sufficient funds in Sky-Watch to continue its regular operations in the ordinary course of business without impairment.

• To the extent that Legacy AIRO is liable for payment of Earnout 2 pursuant to the EPA, Airo agrees to assume such payment obligations and be liable therefore.

• Further provided, that in the absence of a declaration of Dividends from Sky-Watch to Airo to provide liquidity to Airo for payment of Earnout 2, Airo shall nevertheless be obligated to pay the Earnout 2 at such time.

• If Sellers’ Representative fails to deliver an Earnout Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then Xxxxx’s calculations set forth in the Earnout Calculation Statement shall be final and binding on the Parties.

More Definitions of Earnout

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 means the cash payment from Airo Group to Sellers calculated as follows:

Earnout means the additional payments from AIRO Group to Sellers that may become payable after the Closing as set forth on Annex B.

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

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

Earnout shall have the meaning set forth in Section 2.3.

Earnout has the meaning set forth in §2.