Earnout Price definition

Earnout Price has the meaning set forth in Section 1.4.
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Earnout Price means the arithmetic average of the closing price for trading in shares of Bacou Common Stock in the public market in which such shares then trade on each of the twenty (20) days on which the Bacou Common Stock traded preceding January 1, 2001.
Sample 1
Earnout Price means, subject to the provisions of Section 5.7 hereof, the product of the Buyer's Adjusted Price-Earnings' Multiple, as defined herein, and the Companies' Average After-Tax Net Earnings, as defined herein; provided, however, that if such product as determined in accordance with the provisions of this Section 1.2 is a negative number, then the Earnout Price shall be deemed to be zero. If the Seller shall die before December 31, 2000, then the Seller's duly appointed legal representative shall deliver written notice to the Buyer, no later than ten days after the Buyer's delivery of the Earnout Price Statement, as defined herein, of the legal representative's election to receive either the Earnout Price or the proceeds from the Insurance Policy, as defined herein. If an election is made to receive the Earnout Price, then such amount shall be paid in accordance with the provisions of Sections 1.2(i) and (j) hereof. If an election is made to receive the proceeds from the Insurance Policy, then such proceeds shall be paid as soon as practicable following the Buyer's receipt of such proceeds from the insurance company or companies issuing the Insurance Policy.
Sample 1

Examples of Earnout Price in a sentence

  • The purchase price (the "Purchase Price") for the Purchased Assets will be equal to (a) the "Closing Price," as defined below, plus (b) the "Earnout Price" as defined in Section 1.4, minus (c) the "Net Worth Adjustment," as defined in Section 1.5, plus (d) the amount of liabilities assumed by CONDOR pursuant to the Assignment and Assumption Agreement attached hereto as Exhibit 1.2 (the "Assumption Agreement").

  • The Buyer Common Stock released from the Earnout Escrow Amount to satisfy Losses shall be equal to the quotient of: (i) the dollar value of the Loss divided by (ii) the Earnout Price.

  • In particular, information on complaints, notifiable incidents and accidents should be triangulated as these are key indicators of risk to service users.

  • It is estimated that the Earnout Closing for the earnout space will be equal to the base minimum rent of $153,360.00 (less Slippage, if any) divided by a Base Rent divider of 9.0% which equals the Earnout Price of $1,704,000.00 Seller shall be responsible on a monthly basis for all CAM, tax and insurance on a prorata basis for the space that is part of the Earnout formula until such time as the Seller perfects the income for said space, but in no event, following 24 months following the closing.

  • The Purchaser shall be entitled to claim damages for non-performance in the event of any breach of the provisions of this Purchase Agreement up to a total amount in the aggregate of the Holdback Amount, the Second Holdback Amount and the Total Earnout Price (the “Maximum Amount”); provided, that, damages must be satisified first through amounts specifically reserved in the Financial Statements 2005.

  • The purchase price for the Property is Eighty Five Million One Hundred and 00/100 ($85,100,000.00) Dollars (the “Purchase Price”), subject to adjustments as described in this Agreement, plus the Earnout Price (defined below).

  • As soon as all such claims have been resolved in accordance with the provisions of Section 16, Purchaser shall release, if any, all remaining Holdback and/or Total Earnout Price, and/or the Second Holdback Amount, not required to satisfy such Claims.

  • If , one year after the date such Shares are received, the per share value of such Shares is less then the 1999 Earnout Price, Buyer will pay the difference in cash within 15 days of such date.

  • For those Earnout Components that can operate independently of any Buyer products or components which are not Earnout Components, the Earnout Revenues shall be the greater of: (i) the actual separately stated price charged by Buyer; or (ii) the Nominal Earnout Price.

  • The Buyer shall pay to the Seller the Earnout Price, or pay to the Seller's duly appointed legal representative the Earnout Price or the proceeds from the Insurance Policy, as the case may be, all in accordance with the terms and provisions of Section 1.2 hereof and subject to the provisions of Section 5.7 hereof.


More Definitions of Earnout Price

Earnout Price as defined in Section 1.4, minus (c) the "Net Worth Adjustment," as defined in Section 1.5, plus (d) the amount of liabilities assumed by CONDOR pursuant to the Assignment and Assumption Agreement attached hereto as Exhibit 1.2 (the "Assumption Agreement"). The Closing Price shall be Thirty Two Million Dollars ($32,000,000). The consideration described in this Section 1.2 shall be allocated among the Purchased Assets in a manner to be set forth in a Schedule 1.2 reasonably acceptable to the parties and to be appended hereto as soon after the Closing as practicable.
Sample 1
Earnout Price means an amount equal to Thirty Four Million Four Hundred Fifty Two Thousand Nine Hundred Fifty Five Dollars ($34,452,955.00). The Earnout Price shall be paid to the Seller in two installments as follows: (i) the first installment in an amount equal to Seventeen Million Dollars ($17,000,000.00), to be paid to the Seller on February 25, 1998 and (ii) the second installment in an amount equal to Seventeen Million Four Hundred Fifty Two Thousand Nine Hundred Fifty Five Dollars ($17,452,955.00), to be paid to the Seller on October 1, 1998, in each case with the installment to be paid by the wire transfer of immediately available funds into an account or accounts designated by the Seller.
Sample 1
Earnout Price means the average market price of the shares over the last thirty (30) trading days of the Earnout Period.
Sample 1
Earnout Price as defined in Section 1.4, minus (c) the "Net Worth Adjustment," as defined in Section 1.5.
Sample 1
Earnout Price means the volume-weighted sales price per share rounded to four (4) decimal places of Parent Common Stock on the Nasdaq Global Select Market for the consecutive period of ten (10) Business Days beginning at 9:30 a.m. New York time on the eleventh (11th) Business Day immediately preceding the date on which the Earnout Notice becomes final and concluding at 4:00 p.m. New York time on the second (2nd) Business Day immediately preceding the date on which the Earnout Notice becomes final, as calculated by Bloomberg Financial LP under the function “NUAN Equity AQR.”
Sample 1
Earnout Price means the average of the reported closing price per share of Parent Common Stock for the ten (10) Business Days immediately preceding the Earnout Adjustment Date.
Sample 1

Related to Earnout Price

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

  • Earnout Amount has the meaning set forth in Section 2.7(a).

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

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • 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).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Put Price has the meaning set forth in Section 8.05(a).

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • 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.

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

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.