Earnout Event definition

Earnout Event means Earnout Event I or Earnout Event II.
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Earnout Event means the issuance of any Series C Shares to the Investors under the Earnout Agreement.
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Earnout Event is defined in Section 2.3(a). “Earnout Payment” is defined in Section 2.3(a). “Employee Benefit Plan” means any compensation or benefit plan, program, agreement, or arrangement currently or previously maintained, sponsored, or contributed to by the Company (or any ERISA Affiliate) for the benefit of any current or former employee, officer, manager, retiree, independent contractor, or consultant of or other service provider to the Company (or any dependent or beneficiary thereof), including any (a) “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA), “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) or “employee 3
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Examples of Earnout Event in a sentence

  • In no event shall Shareholder become entitled to retain (w) with respect to any Earnout Event, an excess of 900,000 Purchaser Shares, (x) with respect to all Earnout Events, an excess of 2,700,000 Purchaser Shares, or (y) any Earnout Shares for a Calculation Period if the Measured Performance Level for such Calculation Period does not exceed the Earnout Threshold for such Calculation Period.

  • If, pursuant to the dispute resolution mechanism set forth in Section 10.15 of this Agreement, it is determined that the Alleged Dismissal Earnout Event constituted a Dismissal Earnout Event, within fifteen (15) Business Days of such determination, Buyer shall dispatch a Dismissal Earnout Closing Notice to Seller.

  • If, pursuant to the dispute resolution mechanism set forth in Section 10.15 of this Agreement, it is determined that the Alleged Dismissal Earnout Event did not constitute a Dismissal Earnout Event, such determination shall be definitive and no Dismissal Earnout Share Consideration will be payable by Buyer to Seller.

  • As seen clearly in (8), workers bid up the cost-of-living in a city either to enjoy its amenities or to be close to a well-paying job.The unadjusted parametrization overstates the income gains that households receive from moving to larger cities, and understates the higher cost-of-living they endure.

  • To the extent that no Earnout Event has occurred during the Earnout Period, CESE shall not be entitled to any additional payment from the Purchaser and no Earnout Payment shall be paid whatsoever.The consideration for the CESE Sale Shares was arrived at on a willing-seller willing-buyer basis, taking into account factors such as the valuation placed by the Purchaser on CIPL and the recurring revenue generated from CIPL's business.

  • The associated research has revealed that two meta-drivers – power of the incumbents and human values - underpin all other drivers includingpopulation and immigration.

  • With respect to any Company Full Value Awards from the Incentive Award Pool that are not granted or forfeited as a result of a termination of service prior to the occurrence of an Earnout Event as set forth in Section 3.05, such not granted or forfeited Company Full Value Awards will be added back to the share pool of the Equity Plan and available for future grants thereunder.

  • For the avoidance of doubt, if any Earnout Shares are issued by the Company to the Earnout Participants prior to the occurrence of any Earnout Event or Acceleration Event, the corresponding number (based upon the corresponding trigger price) of the Earn-In Shares shall vest and the remaining number of the Earn-In Shares subject to this Section 4.14 shall be adjusted accordingly.

  • As soon as practicable after the Company’s completion of the consolidated financial statements for the Group Companies for the three-month period ending December 31, 2021, the Chief Financial Officer of the Company shall deliver to the board of directors of the Company an earnout statement, with detailed calculations, setting forth Adjusted EBITDA and the number of Company Common Shares, if any, to be issued pursuant to the First Earnout Event (the “Earnout Statement”).

  • Prior to implementation of each social media pilot, the DHS Privacy Office and OPS developed detailed standards and procedures for reviewing information on social media web sites.


More Definitions of Earnout Event

Earnout Event means that Earnout Revenue exceeds $180 million.
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Earnout Event means each of the First Earnout Event, Second Earnout Event, Third Earnout Event and Fourth Earnout Event.
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Related to Earnout Event

  • Put Event means the occurrence of:

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Acquisition Period means the period ending five (5) business days prior to

  • Potential Adjustment Event means any of the following:

  • Pay-Out Event means any Pay-Out Event specified in Section 6.01.

  • Knock Out Event means the event as defined in §4(4).

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Default Event means the occurrence of any of the following events:

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Thirty Million Dollars ($30,000,000.00) from the issuance and sale by Borrower of its Series C Preferred equity securities on terms and conditions reasonably acceptable to Collateral Agent.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.