Earnout Determination Date definition

Earnout Determination Date has the meaning specified in Section 3.4(c)(v).
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Earnout Determination Date has the meaning set forth in Section 2.06(d).
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Earnout Determination Date means March 1, 2010, or such earlier time as Parent may elect.
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Examples of Earnout Determination Date in a sentence

  • Also, the above is not intended to be cumulative and Seller shall be entitled to a one-time Earn-out Payment as determined based on the Buyer Market Cap at or on the Earn-out Determination Date.

  • Notwithstanding anything to the contrary herein, any unvested Earnout RSUs or Unvested Adjusted Restricted Stock Award Earnout Shares outstanding as of the Final Earnout Determination Date shall be forfeited and/or cancelled without any consideration.

  • Any Earnout Amount due pursuant to Section 2.8(b), including the Excess Earnout Amount, shall be payable within thirty (30) calendar days of the applicable Earnout Determination Date to the applicable party in cash by wire transfer of immediately available funds, to the account or accounts designated by Sellers, in the event of a payment of an Earnout Amount, or by Purchaser, in the event of a payment of the Excess Earnout Amount.

  • Restricted Stock was exchanged, forfeited or repurchased prior to or on the Earnout Determination Date as a result of the Company Holder’s failure to vest in such share of Nice Ltd.

  • The definitions above shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), or other distribution in respect of Parent Common Stock, reorganization, recapitalization or other like change with respect to Parent Common Stock occurring after the date hereof and prior to the Effective Time (or, with respect to the Earnout Shares, the Earnout Determination Date).

  • On or prior to the Earnout Determination Date, Parent shall deliver to the Stockholder Representative a memorandum (the "EARNOUT NOTICE") specifying in reasonable detail the calculation of the portion of the Earnout Consideration earned, if any, and the calculation of the distribution of the Earned Earnout Amount to each of the Earnout Bonus Pool Participants and the former Stockholders pursuant to this ARTICLE VIII and SECTION 1.6, if any, with the basis for such calculation, in accordance with GAAP.

  • Promptly after the Earnout Determination Date, subject to surrender of the Certificates and delivery of the duly completed and validly executed Letters of Transmittal, Parent shall instruct its transfer agent to deliver the shares of Parent Common Stock issuable pursuant to Section 2.6(b)(ii) and (d)(v).

  • After an Earnout Determination Date, the Equity Earnout Shares or the Cash Earnout Amount, as the case may be, paid to Earnout Holders shall be subject to clawback by the Buyer if (i) the calculation of the Company’s ARR was inaccurate or misstated and (ii) such inaccuracy is attributable to fraud or intentional misconduct of Earnout Holders.

  • The "Earn-out Payment Date" shall be the later to occur of (i) [**] months after the Closing Date and (ii) [**] days after the later to occur of the resolution of any Earn-out dispute or the Stockholders' Representative's failure to deliver an Earn-out Dispute Notice with respect to the Earn-out Statement on a timely basis (the later of such dates under this clause (ii), the "Earn-out Determination Date").

  • If the ratio of the applicable Actual Gross Profit over the applicable Target Gross Profit is below 0.75 on the relevant Earnout Determination Date, Sellers will not be entitled to any additional cash consideration for the applicable period.


More Definitions of Earnout Determination Date

Earnout Determination Date means the date the Earnout Revenue and Earnout Consideration (if any) is finally determined in accordance with paragraphs (b) or (c) in Section 3 of this Schedule I.
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Earnout Determination Date means either (i) if the Shareholder Representative has delivered an Earnout Dispute Notice at or prior to the Earnout Dispute Deadline, the date upon which all disputes regarding the Earnout Amount duly brought pursuant to Section 6.5 have been resolved or (ii) if the Shareholder Representative has not delivered an Earnout Dispute Notice at or prior to the Earnout Dispute Deadline, the date of the Earnout Dispute Deadline.
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Earnout Determination Date means the date that is eighteen (18) months from the Closing Date; provided, however, that if such date is not a Business Day, the next proceeding Business Day.
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Earnout Determination Date has the meaning set forth in Section 2.8(a). “Earnout Dispute Period” has the meaning set forth in Section 2.8(d). “Earnout Period” has the meaning set forth in Section 2.8(f). “Energy Sector Business” means the delivered fuels business in which the Companies are engaged on the date hereof with the Energy Sector Customers. “Energy Sector Customers” means the Companies’ (i) current customers set forth on Schedule 1.1(f) and (ii) future customers in the Energy Sector Business, regardless of whether such future customers are obtained organically or through acquisition, whose business is actively and directly linked to the operations associated with the Marcellus or Utica shales as well as other similar shales, such as the Eagle Ford, where the Companies supply fuel, field services, or both to support the foregoing operations. For the avoidance of doubt, the definition of Energy Sector Customers is not bound by geography and will incorporate any of the activities associated with the value chain set forth on Schedule 1.1(f). “Environment” means soil, land surface and subsurface strata, surface waters (including navigable and non-navigable inland and ocean waters), ground waters, sediments and ambient and indoor air. “Environmental Law” means any Applicable Law that provides for or relates to (i) protection or restoration of the Environment and plant and animal life, (ii) protection of human health from environmental exposure to Hazardous Materials, or (iii) the distribution, generation, handling, importing, management, processing, production, Release, threatened Release, storage, transfer, transportation, treatment or use of Hazardous Materials. “ERISA” has the meaning set forth in Section 3.11(a). “Escrow Agent” has the meaning set forth in Section 2.5(a)(ii).
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Related to Earnout Determination Date

  • Interest Determination Date means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.

  • Payment Determination Date means, with respect to any Payment Date, one (1) Business Day immediately preceding such Payment Date.

  • Reset Determination Date means, in respect of the First Reset Period, the second Business Day prior to the First Reset Date and, in respect of each Subsequent Reset Period thereafter, the second Business Day prior to the first day of each such Subsequent Reset Period;

  • Event Determination Date means either:

  • SOFR Interest Determination Date means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date in respect of the relevant Interest Period, as specified in the applicable Pricing Supplement.In addition to defining the relevant Interest Periods and Interest Payment Dates, the applicable Pricing Supplement shall specify and describe, as applicable, any relevant interest commencement date, interest period end date, interest determination date, index maturity, rate cut-off date, any other terms relating to the particular method of calculating interest on the Compound SOFR Note (including any applicable payment delay, lockout or suspension period, lookback or observation shift) and any other terms applicable specifically to such Compound SOFR Note.Average SOFR NotesUnless otherwise provided for or modified in the applicable Pricing Supplement, Average SOFR Notes will bear interest at a rate per annum equal to Average SOFR (as defined below) plus the Spread.With respect to any Interest Period, unless otherwise specified or modified in the applicable Pricing Supplement, “Average SOFR” will be calculated by the Calculation Agent on each SOFR Interest Determination Date (as defined below) as follows (with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001): 0 Where:

  • SOFR Determination Date has the meaning specified in the definition of “Daily Simple SOFR”.

  • Benchmark Determination Date means (a) if the Benchmark is LIBOR, the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the date that is two Business Days before the first day of the applicable Accrual Period, (c) if the Benchmark is Compounded SOFR, the date that is five Business Days before the last day of the applicable Accrual Period and (d) if the Benchmark is any other rate, the date determined by the Trust according to Section 2.16 of the Indenture.

  • Distribution Determination Date means, in respect of any Distribution Period, that number of business days prior thereto as is set out in the applicable Pricing Supplement or on the face of the relevant Perpetual Security;

  • Reset Interest Determination Date means, in respect of any Reset Period, the day falling two Business Days prior to the beginning of the relevant Reset Period;

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Final Determination Date means the following:

  • Extension Determination Date means, in respect of a Series of Covered Bonds, the date falling two Business Days after the expiry of seven days from (and including) the Final Maturity Date of such Covered Bonds.

  • Index Determination Date means, in relation to any Index, a date on which such Indexfalls to be determined in accordance with the Conditions;

  • Accounting Restatement Determination Date means the earliest to occur of: (a) the date the Board, a committee of the Board, or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.

  • Monthly Report Determination Date The meaning specified in Section 10.7(a).

  • SOFR Determination Time means 3:00 p.m. (New York time) on the U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.

  • Rate Determination Date means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

  • Spread Determination Date means, for the reset rate notes, any time after the Notice Date but no later than 3:00 p.m., New York City time, on the third business day prior to the related reset date.

  • LIBOR Interest Determination Date means the second LIBOR Business Day preceding each LIBOR Rate Reset Date.

  • Determination Time means 11:59 p.m. Central time on the day prior to the Closing Date.

  • Interest Rate Determination Date means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

  • Pricing Rate Determination Date means with respect to any Pricing Rate Period with respect to any Transaction, the second (2nd) Business Day preceding the first day of such Pricing Rate Period.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Term SOFR Determination Day has the meaning assigned to it under the definition of Term SOFR Reference Rate.

  • LIBOR Determination Date With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.

  • Reset Dividend Determination Date means, in respect of any Reset Period, the day falling three Business Days prior to the beginning of such Reset Period.