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;
Sample 1

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.

  • 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.

  • Also, revise to clarify how the various acquisition will be impacted if you are unable to meet your obligations under the Earnout Agreements with the sellers or are unable to extend or revise such terms as you have done in the past.

  • 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.

  • Please revise to explain further the terms of the Nuvini Earnout Agreements and describe the earnout events that must be satisfied in order for the Nuvini Earnout Shares to be issued.

  • 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.

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

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

  • Please address the following: Revise the first paragraph to clarify that the Earnout Agreements and Earnout Shares all relate to acquisitions made by Nuvini S.A. Describe the circumstances under which Earnout Shares would not be paid to the persons designated in the Earnout Agreements.

  • True and correct, fully-executed Securityholder Earnout Agreements, substantially in the form of Exhibit A, dated as of the Closing Date and executed by (i) each of Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxx Xxxx, Xxxx Xxxxxx, and Xxxxxx Xxxxxxxxxxx and (ii) no fewer than nine (9) of the Persons set forth on Schedule 1.9(e).


More Definitions of Earnout Agreements

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

Related to Earnout Agreements

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • 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 means the [*****].

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

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

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

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date.

  • 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.

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

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

  • 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 the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.