Earnout Acceleration Event means the first to occur of (i) the consummation of the sale, disposition, lease or other transfer, whether in a single or series of related or unrelated transactions, of a material portion of the Business then owned or operated by Buyer and its Affiliates and (ii) the time immediately prior to any bankruptcy, insolvency, administration, assignment for the benefit of creditors, fraudulent transfer, reorganization, moratorium or other similar event under similar Laws of general application with respect to Buyer or any of its Affiliates that conduct a material portion of the Business or Buyer Subject Business. For the purpose of (i) and (ii) above, “material portion of the Business” means more than 25% of the aggregate trailing twelve months Adjusted Earnout Revenues, measured as of the calendar quarter end immediately preceding such event.
Earnout Acceleration Event means (a) a Parent Change of Control, (b) a Company Change of Control or (c) the termination of the employment with Parent and its Affiliates (including the Surviving Corporation) of any Key Employee without Cause.
Earnout Acceleration Event has the meaning specified in Section 2.10.
Examples of Earnout Acceleration Event in a sentence
If prior to the final determination of the Earnout Statement and payment of the Earnout Amount (if any) there occurs an Earnout Acceleration Event, the Maximum Earnout Amount shall be deemed immediately earned and payable and Parent shall pay, or cause to be paid, to the Exchange Agent and the Surviving Corporation, as applicable, such amount within thirty (30) days of such Earnout Acceleration Event in accordance with Section 1.10 and Section 1.11(b).
More Definitions of Earnout Acceleration Event
Earnout Acceleration Event means the occurrence of any of the following prior to the expiration of the 2020 Period:
(1) a direct or indirect sale or transfer (in a single transaction or through a series of related transactions) of the Business of the Company to any third party, including, but not limited to such a sale or transfer via a sale of substantially all of the equity interest in the Company, the sale of substantially all of the Company assets or the granting an exclusive license to the Eligible Products (but not, for the avoidance doubt, a change of control, sale or transfer of Acquirer, which is addressed in subsection 1.16(a) (ii)(E)(2) below); or
(2) (i) a change of control of Acquirer, including, but not limited to, a change of ownership of securities representing greater than 50% of the outstanding voting power, or economic interest in, Acquirer (whether by way of a sale of securities, merger or otherwise); or (ii) a sale of all or substantially all of the assets of Acquirer, in either case following which within six months thereafter Acquirer or its successor discontinues the Eligible Products other than due to market demand – i.e., such discontinuance is due to the advent of competing alternative products not developed by Acquirer or its successor that are materially superior with respect to cost and performance as compared to the Eligible Products.
Earnout Acceleration Event means the occurrence of any of the following prior to the expiration of the Earnout Period (for clarity purposes, while no Earnout Acceleration Amount (as defined below), shall be payable more than once, Earnout Acceleration Amounts not previously paid in connection with an Earnout Acceleration Event set forth in Section 2.7(f)(i), can be earned and payable as a result of a subsequent Earnout Acceleration Event):
(i) a direct or indirect sale, assignment, disposition and/or other transfer of (A) all or substantially all of the Business and/or the Purchased Assets; (B) a portion of the Eligible Freedom Products and Services that contributes substantial value thereto that reasonably could be expected to make it unlikely that the Freedom Products and Services Earnout Amounts for CY 2019 or the Freedom Products and Services Earnout Amounts for CY 2020 could be achieved; or (C) a portion of the Eligible EMPS that contributes substantial value thereto that reasonably could be expected to make it unlikely that the EMPS Earnout Amounts for CY 2019 or the EMPS Earnout Amounts for CY 2020 could be achieved, including with respect to each of clauses (A), (B) and (C) the granting of an exclusive license to the Eligible Products; provided, however, that for the avoidance of doubt, this Section 2.7(f)(i) shall not apply to a Purchaser Change of Control, which is addressed in Section 2.7(f)(ii).
(ii) a Purchaser Change of Control following which within six months thereafter Purchaser or its successor (as the case may be) discontinues the Freedom Products and Services or the EMPS, in each case other than due to market demand – i.e., such discontinuance is due to the advent of competing alternative products not developed by Purchaser or its successor (as the case may be) that are materially superior with respect to cost and performance as compared to the Freedom Products and Services or the EMPS;
(iii) Notwithstanding anything to the contrary provided in this Section 2.7 or elsewhere, if at the time of an Earnout Acceleration Event, Parent Stock is no longer being traded and/or listed on the Trading Market and/or in connection with such event within a specific period of time after an Earnout Acceleration Event, will no longer be traded and/or listed on the Trading Market, the Earnout Consideration representing the Earnout Acceleration Amount), shall (A) be paid within the time period set forth in Section 2.7(l) below, and (B) be paid in (I) cash if any Earnout Acceleration...
Earnout Acceleration Event means the occurrence of any of the following:
Earnout Acceleration Event means, after the Effective Time and prior to payment of the Achieved Earnout Amount:
Earnout Acceleration Event shall have the meaning set forth in Section 1.9(f).