Earnout Event definition

Earnout Event means Earnout Event I or Earnout Event II.
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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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Earnout Event means the issuance of any Series C Shares to the Investors under the Earnout Agreement.
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Examples of Earnout Event in a sentence

  • 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.

  • 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.

  • The Company shall be free to conduct its business and the business of the Company Group in the manner it determines to be reasonably prudent and in the best interest of the Company but shall not take any action or omit to take any action that is intended or designed to delay, impede or prevent the occurrence of an Earnout Event, the automatic exercise and conversion of Earnout Rights or the issuance of Earnout Shares in respect thereof.

  • Subject to Section 2.9 with respect to the First Earnout Payment, within 10 Business Days of notification by Buyer or the Seller Representative to the other of the occurrence or deemed occurrence of an Earnout Event, Buyer shall pay or cause to be paid the corresponding Earnout Payment in cash by wire transfer of immediately available funds to the bank account for the Seller Representative provided by Seller Representative to the Buyer in writing.

  • One-third (1/3) of the Company Full Value Awards under the Incentive Award Pool shall vest upon the occurrence of an Earnout Event set forth in Section 3.05, subject to the Continuing Employee’s continued service to the Company or any of its Subsidiaries through each such Earnout Event.

  • Each Earnout Event shall be deemed independent and standalone, with the entitlement to Earnout Shares for any specific Earnout Event not being contingent upon the occurrence or non-occurrence of any other Earnout Event.

  • For the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that each Earnout Event may only occur once, if at all.

  • If a Disinterested Independent Director Majority determines in good faith that the Earnout Shareholders are entitled to receive the Earnout Shares for the occurrence of the Earnout Event 2 pursuant to the Earnout Statement, the applicable portion of the Earnout Shares will be issued upon such final determination.

  • If an Earnout Event does not occur (and is not deemed to occur) by the fifth (5th) anniversary of the Closing Date, the Earnout Payments will not be due or payable.

  • 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.


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: