Earnout Calculations definition

Earnout Calculations shall have the meaning set forth in Section 2.7(a) hereof.

Earnout Calculations has the meaning set forth in Section 9(b) below.

Earnout Calculations has the meaning set forth in Section 3.2(c)(iii).

Examples of Earnout Calculations in a sentence

• Each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Earnout Calculations for the applicable Earnout Period, and the earning of any Earnout Consideration calculated therefrom.

• If Holdco objects to any of the Earnout Calculations within thirty (30) days after delivery thereof, Holdco will deliver to the Purchaser a notice of objection (an “Objection Notice”) with respect to such Earnout Calculations.

• Within ten (10) Business Days after the final determination of the Earnout Calculations by the Arbitrator, the Purchaser shall pay, in accordance with, but subject to, Section 2.4, to Holdco any Earnout Payment which is payable hereunder.

• The Earnout Arbitrator will be directed to review Buyer’s Final Earnout Calculations and Shareholders’ Final Earnout Calculations and make a selection as to which, in its totality, is a more accurate reflection of the applicable requirements of this Agreement with respect thereto and to provide a written report that sets forth the Earnout Arbitrator's determination with respect thereto.

• See also supra note 165 and accompanying text.500 Lyft Comment at 1.501 Raval Comment at 1-2.502 See supra Chapter 2, Sections III & IV; Chapter 3, pp.

• Stockholders Representative may at its option and at Company's expense (subject to the application of Section 2.4.2. hereof) retain an accounting firm, actuaries, attorneys, and other consultants or professional advisers as it deems reasonably necessary to evaluate and formulate a response to the Buyer's Earnout Calculations; provided, however, that neither the Stockholders Representative nor the individuals comprising such Person shall be compensated for their time expended in such role.

• Sellers’ Representative will be entitled to perform reasonable procedures (including review of the accounting records of the Surviving Entity and Buyer or any of its Subsidiaries, as applicable, supporting such calculations and other materials as he may reasonably request) and to take other reasonable steps to confirm that the amount of the Earnout Calculations for the applicable Earnout Period set forth in the Earnout Notice has been prepared in accordance with the terms of this Agreement.

• If the Member disputes any such Earnout Calculations, then the Member shall deliver a written notice (an “Earnout Dispute Notice”) to Holdco at any time during the thirty (30)-day period commencing upon the delivery to Holdco of a Member Request (the “Earnout Review Period”).

• The Representative and its accountants and representatives shall at all reasonable times (and upon reasonable notice) be given full access to (and shall be allowed to make copies of) such books and records as may be reasonably necessary to confirm the preparation of the Earnout Calculations.

• The Purchaser and the Company shall give Holdco such access during normal business hours to the books and records of the Company as Holdco shall reasonably request in order to evaluate such Earnout Calculations.