Earnout Measurement Period definition

Earnout Measurement Period means each of the First Earnout Measurement Period and the Second Earnout Measurement Period.

Earnout Measurement Period means, with respect to a market, each of the consecutive twelve-month periods beginning on the date when the Company or Buyer, as applicable, first manufactures, sells and distributes the Drug in such market, ending on the date that the Drug loses both (a) patent protection and (b) the regulatory exclusivity described in Section 1.5; provided, that in the event that the last Earnout Measurement Period ends prior to the full twelve months of such Earnout Measurement Period, any Net Sales payable for such Earnout Measurement Period shall be calculated pursuant to Section 1.5 based on the Net Sales actually received at the time immediately prior to the end of such Earnout Measurement Period and not on an annualized basis.

Earnout Measurement Period means the twelve (12) month period beginning on the second anniversary of the first calendar day of the first calendar month beginning after the Closing Date.

Examples of Earnout Measurement Period in a sentence

• The Statement of Revenue, as determined by Parent (if not disputed), or as modified (if at all) by agreement of Parent and the Stockholders’ Representative or by decision of the Reviewing Accountant, shall be referred to herein as the “Final Statement of Revenue” for each respective Earnout Measurement Period.

• Within 120 days after the end of the applicable Earnout Measurement Period, Buyer shall prepare and deliver to the Representative a report certified by an officer of Buyer (the “Earnout Report”) setting forth Buyer’s calculation of the Net Sales for such Earnout Measurement Period and the resulting Earnout Amount with respect to such Earnout Measurement Period.

• With respect to each Earnout Measurement Period, Buyer shall pay (or cause the Company to pay) to Seller an amount equal to the Earnout Amount, if any; provided, however, that with respect to any payment pursuant to this Section 2.8(b) in no event (i) shall the Earnout Amount exceed the Annual Earnout Cap for any of the Earnout Measurement Periods or (ii) shall the aggregate of all Earnout Payments paid to Seller exceed the Total Earnout Cap.

• Parent agrees to vote its shares of capital stock of the Surviving Corporation to elect the Genex Stockholder or his designee to the board of directors of the Surviving Corporation for the period beginning on the date hereof and ending on the last day of the third and final Earnout Measurement Period.

• If any Buyer Indemnitee makes a claim for indemnification in accordance with this Article 6 with respect to which Buyer commences legal proceedings, then Buyer shall be entitled to recover any amounts due from Sellers under this Agreement by setting off such amounts against any portion of the Earnout Amount corresponding to any Earnout Measurement Period or any other payment owed by Buyer pursuant to Article 6.

More Definitions of Earnout Measurement Period

Earnout Measurement Period means each twenty-four (24)-month period ending on an EBITDA Measurement Date.

Earnout Measurement Period shall have the meaning set forth in the Merger Agreement.

Earnout Measurement Period means the following periods during the Earnout Period: (a) the Execution Date through December 31, 2024; (b) January 1, 2025 through June 30, 2025; (c) July 1, 2025 through December 31, 2025; and (d) January 1, 2026 through March 31, 2026. “Earnout Payment” is defined in Schedule I. “Earnout Period” means the period beginning on the Execution Date and ending on March 31, 2026. “Earnout Statement” is defined in Schedule I. “Employees” is defined in Section 4.10(a). “Environmental Authorization” means any Authorization currently required under any Environmental Law. “Environmental Law” means any Law relating to the protection, preservation or remediation of the environment or natural resources, public or occupational health or safety (regarding exposure to Hazardous Materials), or the Release, use, generation, manufacture, distribution, transportation, treatment, disposal, storage or other handling of, or exposure of any person to, Hazardous Materials, including any applicable provision of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. 300(f) et seq., the Emergency Planning and Community Right-to- Know Act, 42 U.S.C. § 11001 et seq., the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq. (regarding exposure to Hazardous Materials), and the applicable regulations promulgated pursuant thereto, and all analogous state or local Laws. “Equity Consideration” is defined in Section 2.1. “Equity Interest” means (a) the equity ownership rights in a business entity, whether a corporation, company, joint stock company, limited liability company, general or limited partnership, joint venture, bank, association, trust, trust company, land trust, business trust, sole proprietorship, or other business entity or organization, and whether in the form of capital stock, shares, ownership unit, limited liability company interest, limited or general partnership interest, or any other form of ownership, and (b) all rights, warrants, options, convertible securities or indebtedness, exchangeable securities or other instruments, or other rights that are outstanding and exercisable for or co...

Earnout Measurement Period means August 1, 2021 through July 31, 2023.

Earnout Measurement Period means either of the First Earnout Measurement Period or the Second Earnout Measurement Period. “Earnout Obje ctions Statement” has the meaning set forth in S ection 1.7.

Earnout Measurement Period means the Business Days included during the sixty (60) calendar day period ending on the date that is eighteen (18) months following the Deemed Closing Date.

Earnout Measurement Period means each of the three (3) calendar years beginning January 1, 2014 through the year ending December 31, 2016.