Earnout Certificate definition

Earnout Certificate shall have the meaning set forth in Section 1.7(a) of this Agreement.
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Earnout Certificate has the meaning set forth in Section 2.05(b)(ii).
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Earnout Certificate has the meaning set forth in Section 2(g)(i).
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Examples of Earnout Certificate in a sentence

  • Such Earnout Payments shall be delivered to the Escrow Agent or paid to the Constituents in accordance with Section 1.5(a), as the case may be, within the later of (i) ninety (90) days after the Parent’s delivery to the Stockholder Representatives of the applicable Earnout Certificate, or (ii) if disputed pursuant to Section 1.7(f) below, ten (10) Business Days after final determination of the applicable Earnout Payment pursuant to the provisions of Section 1.7(f).

  • The Company may also purchase its shares to be used as treasury shares, in accordance with the controls determined by the competent authority.

  • The fees and disbursements of the Accountants under this Section 1.7(f)(ii) will be deducted from the Earnout Payments (and borne by the Stockholder Representatives if there are no Earnout Payments), unless it is determined that (A) the Earnout Certificate understated the applicable Earnout Payment for the period in question by $100,000 or more or (B) Parent acted in bad faith with respect to such understatement, in either which case such fees and disbursements will be borne exclusively by Parent.

  • Notwithstanding the foregoing, Buyer may amend and supplement any Earnout Certificate in the event of a Revenue Refund that is identified or finally determined by Buyer during the Earnout Measurement Period or within thirty (30) days after the end of the Earnout Measurement Period.

  • The Securityholders’ Agent and the accountants engaged by the Securityholders’ Agent shall be entitled to review Parent’s and the Surviving Corporation’s working papers and similar materials for purposes of reviewing the Company Net Revenue Earnout Certificate.

  • If, upon, or at any time after, the Transferors’ notice to Holdco of the Transferors’ objection to such Earnout Certificate, any portion of the applicable Earnout Amount set forth in such Earnout Certificate is not in dispute, then payment of such undisputed portion of the Earnout Amount shall be made in accordance with Section 2.2(c).

  • However, the use of selective catalytic reduction (SCR) as an add-on control for these MLC compressor engines was dismissed due to a need for portability for these engines and due to space limitations.126 We do not agree that these limitations preclude the use of SCR for the MLC compressor engines.

  • You may not trade, give or sell Gladiators with Boast Tokens to other players or to the bank.The Ambrosia of Victory: There is nothing so sweet as seeing your words fall on the blood of your rivals.

  • This has given rise to the need to find fresh ideas on how the country could benefit the youth and get all the dividends that come with a youth bulge.

  • Nothing herein shall be construed to authorize or permit the Accounting Firm to resolve any item in dispute by making an adjustment to the Company Net Revenue Earnout Certificate that is outside of the range for such item defined by the Company Net Revenue Earnout Certificate and the Earnout Calculation Notice.


More Definitions of Earnout Certificate

Earnout Certificate shall have the meaning set forth in Section 1.9(b).
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Earnout Certificate as defined in Section 2.8(d)(i).
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Earnout Certificate has the meaning set forth in Section 2.06(h).
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Earnout Certificate shall have the meaning set forth in Section 1.8(g). “Earnout Payment” shall have the meaning set forth in Section 1.8(e). “Earnout Period” shall have the meaning set forth in Section 1.8(b). -52-
Sample 1

Related to Earnout Certificate

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Gift certificate means a merchandise certificate conspicuously designated as a gift certificate, and purchased by a buyer for use by a person other than the buyer.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Final Test Certificate means the final test certificate issued by the owner within the provisions of the contract.

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Vesting Certificate shall have the meaning specified in Section 16.5;

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

  • Credit certificate means a certificate issued by the allocating agency to a taxpayer that specifies the amount of affordable housing tax credits that can be applied against the taxpayer’s individual or corporate income tax, or franchise, captive insurance premium, or insurance premium tax liability as provided in this subchapter.

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Tax credit certificate means a certificate issued by the office that:

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Class ___ Certificate Any one of the Certificates executed and authenticated by the Trustee or Authenticating Agent on behalf of the Depositor in substantially the form set forth in Exhibit hereto.