Earnout Note definition

Earnout Note means that certain unsecured promissory note made effective as of January 1, 2018 by the Borrower in favor of Mxxxxxx Xxxxxxxxx in the original principal amount of $3,750,000 as in effect on the Closing Date or as amended as permitted under the applicable Subordination Agreement.
Sample 1
Earnout Note means the note delivered by the Borrower to the Lender in the form of Exhibit A-2 hereto.
Sample 1
Earnout Note means the contingent value promissory note in the minimum principal amount of $2,500,000 and the maximum principal amount of $125,000,000 substantially in the form attached hereto as Exhibit G. The Earnout Note shall be duly issued by the Buyer Parent to the Seller upon the final determination of the Earnout Consideration in accordance with this Section 2.11, and interest on the principal amount of the Earnout Note shall accrue beginning on the day immediately following the last day of the Earnout Period.”
Sample 1

Examples of Earnout Note in a sentence

  • The Earn-out Note provides for (i) a maturity date of March 12, 2023, at which all principal and accrued and unpaid interest is due, (ii) a simple interest rate of 5% per annum commencing on January 1, 2018, and compounding annually, and (iii) the right of the Company to prepay all or any portion of the Earn-out Note without premium or penalty.

  • Amounts due and owing under the Earn-out Note and Severance Payment Note are subordinate to the right of payment due under the BMO Loan pursuant to a Subordination Agreement among the Company, the Bank and Hernandez.

  • The Earn-out Note provided for (i) a maturity date of March 12, 2023, at which all principal and accrued and unpaid interest was due, (ii) a simple interest rate of 5% per annum commencing on January 1, 2018, and compounding annually, and (iii) the right of the Company to prepay all or any portion of the Earn-out Note without premium or penalty.

  • Such Member has authorized the execution, delivery, and performance of (i) this Agreement and (ii) the Earnout Note.

  • Seller has authorized the execution, delivery, and performance of (i) this Agreement and (ii) the Earnout Note.

  • No other corporate or limited liability company action (including shareholder or member approval) is necessary to authorize such execution, delivery and performance of this Agreement, the Earnout Note, and/or the issuance, sale and delivery of the Earnout Shares.

  • Each of Parent and Purchaser has authorized the execution, delivery, and performance of (i) this Agreement, (ii) the Earnout Note, and (iii) the issuance, sale and delivery of the Earnout Shares.

  • No other limited liability company action (including member approval) is necessary to authorize such execution, delivery and performance of this Agreement or the Earnout Note.

  • Seller has all requisite power and authority to execute and deliver this Agreement and the Earnout Note and to perform its obligations hereunder and thereunder.

  • No other company or corporate action (including member or stockholder approval), if applicable, is necessary to authorize such execution, delivery and performance of this Agreement or the Earnout Note.


More Definitions of Earnout Note

Earnout Note has the meaning specified in Section 3.3(c).
Sample 1
Earnout Note. , Earnout Tranche," "Earnout Tranche Rate" and "Fixed Earnout Tranche Payment" shall apply to the term "Earnout" as the definition of such term has been amended pursuant to this Amendment.
Sample 1
Earnout Note shall have the meaning provided in that certain Purchase and Sale Agreement by and among Blizzard Aggregator, LLC, CCP III Blizzard Feeder, LLC, NVX Holdings, Inc., Norwest Equity Partners IX, LP, Xxxxxxx Investments, LLC, Blizzard Management Feeder, LLC, and Xxxxxxx X. Xxxx to be entered into in connection with the GoHealth IPO, as amended, restated, supplemented or otherwise modified from time to time.
Sample 1
Earnout Note means a Glu promissory note in substantially the form attached as Exhibit 2 to the Earnout Schedule to be issued pursuant to the terms set forth on the Earnout Schedule.
Sample 1

Related to Earnout Note

  • Bridge Note means a promissory note made by the Borrowers in favor of a Bridge Lender evidencing Bridge Loans made by such Bridge Lender substantially in the form of Exhibit E-2.

  • Acquisition Note means the promissory note of the Borrowers in the form of Exhibit A1 hereto evidencing the Acquisition Loans made by the Bank hereunder and all promissory notes delivered in substitution or exchange therefor, as amended or supplemented from time to time.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • New Note shall have the meaning assigned to such term in Section 38.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Earnout has the meaning set forth in Section 2.9(a).

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Promissory Note means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

  • B Note means, with respect to any A/B Mortgage Loan, the related subordinated Mortgage Note not included in the Trust, which is subordinated in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement.

  • debit note means a document issued by a registered person under sub-section (3) of section 34;

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Company Note has the meaning set forth in Section 3.1 of the Sale Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Note Amount means, with respect to any Payment Date, the aggregate outstanding principal amount of the Notes after giving effect to payments of principal made on the Notes on such Payment Date.

  • Adjustment Note has the meaning given in the GST Legislation;

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.