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 2.8(a).
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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

  • 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.

  • If an Owner or their relative is unhappy with something that has been done or failed to be done, this will be investigated and any reasonable criticism will be addressed.

  • Thereafter, promptly following the Earnout Determination Date, the holder of record of such Certificate shall be entitled to receive the Earnout Shares, if any, pursuant to Section 2.6(b)(ii).

  • Any Earn-Out Payment that Parent is required to pay pursuant to ‎Section 2.15(a) hereof shall be paid by Parent to the Holder Representative Expense Fund no later than five (5) Business Days following the Earnout Determination Date.

  • Within ten (10) days following the Earnout Determination Date, if there is any Runoff Revenue, Buyer shall make the Runoff Earnout Payment.

  • Any Earn Out shall be paid within ten (10) Business Days after the Earnout Determination Date, but in the event of a dispute with regard to the Earnout Determination within twenty (20) Business Days after the Earnout Determination has become final and binding either by agreement or by the decision of the arbitrating expert.

  • Earnout Shares issued, if any, shall vest and be eligible for resale such that 12.5% of the Earnout Shares shall vest and be released for resale on the six-month anniversary of the Earnout Determination Date applicable to such Earnout Shares and thereafter, the remaining 87.5% of the applicable Earnout Shares shall vest and be released for resale in equal quarterly installments.

  • 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.

  • 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.

  • In respect of the Per Share Earnout Amount, each Company Holder who has remained an employee of the Surviving Corporation, Parent or an Affiliate of Parent, as applicable, as of the Earnout Determination Date shall have no further requirement of continued service to earn the Per Share Earnout Amount in respect of any shares of Company Common Stock that were subject to such Company Holder’s unvested Company Options.


More Definitions of Earnout Determination Date

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 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 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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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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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, in respect of the first Subsequent Reset Period, the second Business Day prior to the Second 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;

  • 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”.

  • 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.

  • 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, such other day as otherwise reasonably determined by the Administrative Agent).

  • 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.

  • 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.

  • Reference Rate Determination Date means, in relation to any Reference Rate Business Day(i):