Examples of Earnout Milestones in a sentence
Notwithstanding the foregoing, Company shall not, and shall cause its Subsidiaries not to, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones.
Additionally, after the Closing, subject to the terms and conditions set forth in this Agreement, the Company Holder Participants shall have the contingent right to receive Earnout Shares from Pubco as additional consideration if the applicable Earnout Milestones as set forth in Section 1.10 are satisfied.
Martinson and Ezra Ernst (the “Purchase Agreement”) and (ii) up to 4,143,647 additional shares of Common Stock that may be issued as Earn-out Payments (as defined in the Purchase Agreement) if all Earn-out Milestones (as defined in the Purchase Agreement) are achieved.
In addition to the Closing Purchase Price, if the earnout performance milestones (each an "Earnout Milestone" and collectively the "Earnout Milestones") set forth below in Section 1.6(b) are satisfied, Seller shall receive, subject to the terms and conditions of this Agreement, additional consideration (the "Earnout Consideration") as set forth below in Section 1.6(b).
If the Earnout Milestones described below are achieved, then Seller and the Shareholders will receive additional consideration at such times and on the terms set forth below.
Notwithstanding the foregoing, Pubco shall not, and shall cause its Subsidiaries not to, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones.
As part of the Purchase Price owed by the Purchaser pursuant to Section 4.1 of the SPA and subject to and in accordance with the terms and conditions of Section 4.5 of the SPA including the achievement of the Earn-out Milestones set forth therein, the Sellers shall be entitled to a certain number of HSKA Shares listed on the NASDAQ Stock Exchange (the “ Earn-out Shares”).
If the Stockholder Representative disagrees as to whether or to what extent the Company has achieved the Earnout Milestones, the Stockholder Representative will give written notice (a "Dispute Notice") to Buyer with a reasonable description of the basis for such disagreement within fifteen (15) days of Stockholder Representative's receipt of the Milestone Notice regarding the Earnout Milestones.
For the avoidance of doubt, the target number of Units shown above assumes that (i) each of the Earnout Milestones is achieved, and (ii) the “Adjusted Fully Diluted Number” as defined under the Merger Agreement as of the end of each Earnout Period is the same as the “Fully Diluted Number,” as defined under the Merger Agreement.
The second full paragraph of Section 6 of the Letter Agreement is hereby deleted and replaced with the following: “For the avoidance of doubt, in the event the Company meets at the same measurement period the Price Earnout Milestones for the Second Level Contingent Sponsor Share Consideration and the First Level Contingent Sponsor Share Consideration, then the issuance will also include the First Level Contingent Sponsor Share Consideration.