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, after the Effective Time and prior to payment of the Achieved Earnout Amount:
Earnout Acceleration Event means the occurrence of any of the following prior to the expiration of the 2020 Period:
Examples of Earnout Acceleration Event in a sentence
In the event that prior to expiration of the 2019 Period or, if applicable, the 2020 Period, an Earnout Acceleration Event shall occur, Acquirer shall, within ten (10) business days of the occurrence of the Earnout Acceleration Event, issue or cause to be issued the Earnout Consideration to the Stockholder, which Earnout Consideration shall be calculated using the Earnout Acceleration Amount.
More Definitions of Earnout Acceleration Event
Earnout Acceleration Event has the meaning specified in Section 2.10.
Earnout Acceleration Event shall have the meaning set forth in Section 1.9(f).
Earnout Acceleration Event means the occurrence of any of the following:
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):