Earnout Payment Period definition

Earnout Payment Period means each of the 12-month periods beginning December 1 and ending November 30 during the five-year period beginning December 1, 2005 and ending November 30, 2010.
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Earnout Payment Period has the meaning set forth in Section 2.1(c).
Sample 1
Earnout Payment Period means the following periods: (A) the five-month period commencing July 1, 2001 and ending November 30, 2001; (B) for the four-year period beginning December 1, 2001 and ending November 30, 2005, each of the 12-month periods beginning December 1 and ending November 30; provided, that in the event that an Earnout Payment is not required to be paid pursuant to this Section 1.9 in respect of one or more Earnout Payment Periods referred to in this clause (B), one additional 12-month Earnout Payment Period shall be added for each such Earnout Payment Period in respect of which an Earnout Payment is not made (up to a maximum of two additional Earnout Payment Periods). Any such additional Earnout Payment Periods shall commence on December 1, 2005 and, if necessary, December 1, 2006, respectively; and (C) the seven-month period from December 1 in the year in which the final Earnout Payment Period in clause (B) is completed and ending June 30 of the following year; provided, that in the event that an Earnout Payment is not required to be paid pursuant to this Section 1.9 in respect of such period and the Earnout Payment Periods in clause (B) have been extended by no more than one additional period, one additional seven-month Earnout Payment Period (commencing December 1 and ending June 30) shall be added for each Earnout Payment Period referred to in this clause (C) (including any such additional period) in respect of which an Earnout Payment has not been made; provided further, that in no event shall more than two additional Earnout Payment Periods be added in the aggregate pursuant to clause (B) above and this clause (C).
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Examples of Earnout Payment Period in a sentence

  • During the Earnout Payment Period, any and all actions arising out of this Agreement or the Executive’s employment by the Employer or termination therefrom shall be brought and heard in the state and federal courts of the State of California and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts.

  • The following provisions shall govern the operations of Buyer during the period commencing on the Closing Date through the Earnout Payment Period.

  • Each of the 2nd to 18th Earn-out Payment Period falls on a calendar year.

  • If Actual Work Order Revenue for the Second Earnout Payment Period is $13,500,000, the Second Earnout Payment would be $5,918,720.

  • The 1st Earn-out Payment Period commences on the first day of the calendar month immediately following the Completion Date and ends on 31 December 2012.

  • After the expiration of the Earnout Payment Period, any unresolved controversy or claim arising out of or relating to this Agreement, shall be submitted to arbitration pursuant to the terms set forth in Exhibit B.

  • Seller, Securityholders, and Buyer acknowledge that changes in the general economic conditions of the retail and apparel industries or to other factors could result in changes to Buyer's business practices in the future; provided, however, that during the Earnout Payment Period, Buyer will consult with EKim (for so long as EKim serves as President of Buyer) with respect to any such proposed changes in business practices to the extent that they relate to the Business.


More Definitions of Earnout Payment Period

Earnout Payment Period means the period commencing on the Effective Date and ending on the earlier of (x) the date 100% of the Earnout Consideration (as defined in the SPA) is paid in full to the Executive pursuant to the SPA or (y) the date, following the expiration of the Second Earnout Period, on which the amount of the Earnout Consideration has been finally determined in accordance with Section 2.5 of the SPA and, to the extent determined due and payable, such Earnout Consideration has been indefeasibly paid in full to the Executive.
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Earnout Payment Period means a period aggregating 36 months from the Effective Date and consisting of the following interim periods (each an "Interim Earnout Payment Period"): (i) the period from the Effective Date to and including December 31, 2023; (ii) the period from January 1, 2024 to and including June 30, 2024; (iii) the period from July 1, 2024 to and including December 31, 2024; (iv) the period from January 1, 2025 to and including June 30, 2025; (v) the period from July 1, 2025 to and including December 31, 2025; and (vi) the period from January 1, 2026 to and including the day which is 36 months from the Effective Date.
Sample 1

Related to Earnout Payment Period

  • Earnout Period has the meaning specified in Section 2.03(a).

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

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

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

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • Non-Payment Period means, with respect to each series of AMPS, any period commencing on and including the day on which the Corporation shall fail to (i) declare, prior to the close of business on the second Business Day preceding any Dividend Payment Date, for payment on or (to the extent permitted by paragraph 2(c)(i) of these Articles Supplementary) within three Business Days after such Dividend Payment Date to the Holders as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date, the full amount of any dividend on shares of AMPS payable on such Dividend Payment Date or (ii) deposit, irrevocably in trust, in same-day funds, with the Auction Agent by 12:00 noon, New York City time, (A) on such Dividend Payment Date the full amount of any cash dividend on such shares payable (if declared) on such Dividend Payment Date or (B) on any redemption date for any shares of AMPS called for redemption, the Mandatory Redemption Price per share of such AMPS or, in the case of an optional redemption, the Optional Redemption Price per share, and ending on and including the Business Day on which, by 12:00 noon, New York City time, all unpaid cash dividends and unpaid redemption prices shall have been so deposited or shall have

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

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

  • lump sum payment period means the period measured in weeks of salary, for which payment has been made to facilitate the transition to retirement or to other employment as a result of the implementation of various programs to reduce the size of the Public Service. The lump sum payment period does not include the period of severance pay, which is measured in a like manner.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Payment Period means the three months following each Collection Quarter.

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

  • Excess Cash Flow Payment Period means, with respect to the repayment required on each Excess Cash Flow Payment Date, the immediately preceding fiscal year of the Borrower.

  • Remaining Amortization Period means, at any point in time, the number of consecutive calendar months equal to the number of months in the Amortization Period minus the number of scheduled monthly installments of principal and interest that have elapsed since the date of this Note.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • Non-Payment Period Rate means, initially, 200% of the applicable Reference Rate (or 275% of such rate if the Corporation has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of AMPS), provided that the Board of Directors of the Corporation shall have the authority to adjust, modify, alter or change from time to time the initial Non-Payment Period Rate if the Board of Directors of the Corporation determines and Moody's and S&P (and any Substitute Rating Agency in lieu of Moody's or S&P in the event either of such parties shall not rate the AMPS) advise the Corporation in writing that such adjustment, modification, alteration or change will not adversely affect their then-current ratings on the AMPS.

  • Payment month means, for all programs except EA, the calendar month for which benefits are issued.

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Semi-Annual Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions--Semi-Annual Distributions" in the Prospectus Part I for a Trust.

  • Settlement Period has the meaning specified therefor in Section 2.02(d)(i) hereof.

  • Run-out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Mid-Month Receipt Period With respect to each Distribution Date, the one month period beginning on the Determination Date (or, in the case of the first Distribution Date, from and including the Cut-Off-Date) occurring in the calendar month preceding the month in which such Distribution Date occurs and ending on the day preceding the Determination Date immediately preceding such Distribution Date.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.