Earnout Agreement definition

Earnout Agreement has the meaning set forth in Section 2.4(d).

Earnout Agreement means that certain Earnout Agreement, dated as of June 29, 2002, by and among Consolidated Press Holdings Limited, Conpress International (Netherlands Antilles) N.V., Xxx X. Xxxxxxxx and Family Holdings, as amended from time to time.

Earnout Agreement means the Earnout Agreement attached hereto as Exhibit 1.1(c).

Examples of Earnout Agreement in a sentence

• Any sale, transfer, pledge, encumbrance or other disposition of any Covered Security other than as permitted by this Earnout Agreement shall be void ab initio and of no effect.

• Thereafter, the Optionholder and the New Shares will be subject to the rights and obligations of the Stockholders Agreement, provided that in the event of a conflict between the provisions of such agreement and this Earnout Agreement, the terms of this Earnout Agreement will control.

• This Earnout Agreement will be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent any such rules would require or permit the application of the laws of any other jurisdiction, except to the extent that the corporate law of the state of incorporation of the Company specifically and mandatorily applies.

• This Earnout Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent any such rules would require or permit the application of the laws of any other jurisdiction, except to the extent that the corporate law of the state of incorporation of the Company specifically and mandatorily applies.

• Make any distributions to shareholders, whether dividends, debt repayment, stock re-purchase, advances or otherwise, whether directly or indirectly, without the prior written consent of the Bank other than stock dividends and distributions made pursuant to the Earnout Agreement dated January 18, 2006, pursuant to which, payments may be paid to the former owners of the Borrower, as an earnout, based upon the net income before taxes of the Borrower.

More Definitions of Earnout Agreement

Earnout Agreement means the earnout agreement, dated June 7, 2021, by and between the Company and the Sponsor.

Earnout Agreement has the meaning set forth in Section 2.3(x) of the Formation Agreement.

Earnout Agreement has the meaning set forth in Section 3.02(a)(x).

Earnout Agreement means that certain agreement between Seller and Buyer, in the form attached hereto as Exhibit 1, providing for the payment of the Earnout Payment.

Earnout Agreement means that certain Earnout Agreement by and among the Parties, dated as of the Closing Date, in the form attached hereto as Exhibit C.

Earnout Agreement means that certain Earnout Agreement of even date herewith among the Parent Company, the Trusts, Marc Laurence Greenberg and Owner.

Earnout Agreement means the Earnout Agreement entered into on July 3, 2008 by and between the Borrower and Valero pursuant to the Stock Purchase Agreement, as amended from time to time.