Earnout Agreements definition

Earnout Agreements has the meaning specified in Section 6.09.
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Earnout Agreements has the meaning specified in the Recitals hereto.
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Earnout Agreements means (a) that certain Agreement and Plan of Merger dated November 3, 1997, by and between, inter alia, the Company and BBG New Media, Inc., (b) that certain Agreement and Plan of Merger dated June 27, 1998, by and between the Company and UbiCube Group, Inc., and (c) that certain Asset Purchase Agreement, dated as of March 10, 1999, by and between, inter alia, Envision Group and the Company;
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Examples of Earnout Agreements in a sentence

  • The Schedule referred to in clause (ii) hereof was prepared using the Seller's good faith estimates with respect to the Earnout Agreements and is not intended to be a basis for liability or indemnification hereunder absent a material misrepresentation.

  • Schedule 3.3 sets forth a complete and correct list, as of the date hereof, of the number of shares of Company Common Stock subject to the Options, Director Options and the Warrants and the number of shares of Company Common Stock issuable pursuant to the Earnout Agreements, in each case including the dates of grant and exercise or conversion prices thereof and, in the case of shares issuable pursuant to the Earnout Agreements, the terms of issuance of such shares.

  • In the event that any New PubCo Earnout Shares reserved for issuance pursuant to this Section 3.2(g) and included in the Closing Payment Schedule are not ultimately issued pursuant to the Earnout Agreements to the Persons indicated in such Agreements, then such New PubCo Earnout Shares shall be issued instead to the Company Shareholders pro rata in accordance with the Closing Payment Schedule to the extent such Company Shareholder remains a shareholder of New PubCo at the time of such issuance.

  • The Buyers shall have received a counterpart executed copies of the Earnout Agreements from the Sellers and its owners.

  • The Buyers shall have delivered a counterpart executed copy of the Earnout Agreements.

  • The Education Code, California Constitution, and the Legislative intent of Proposition 39 that governs Bond Oversight indicates that our role is not just to review after the fact expenditures: 1.


More Definitions of Earnout Agreements

Earnout Agreements have the meaning set forth in the definition of “Earnout Liabilities”.
Sample 1
Earnout Agreements means those agreements listed on Section 3.2(g) of the Company Disclosure Schedule.
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Related to Earnout Agreements

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Support Agreements has the meaning set forth in the Recitals.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Existing Agreements has the meaning as set forth in Section 3.2 hereof.

  • Equity Agreements has the meaning set forth in Section 5.1.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Development Agreements means all development, utility or similar agreements included in the Permitted Encumbrances.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • Related Agreements means the Deeds, each Assignment and Assumption of Lease, the Xxxx of Sale, the Assignment and Assumption Agreement, the Asset Demarcation Agreement, the Easements, the Interconnection Agreements, the Transition Services Agreement, the Release of Mortgage Indenture, the Guaranties, the Escrow Agreement and the other agreements, certificates and documents to be delivered pursuant to this Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.