Earnout Price definition

Earnout Price has the meaning set forth in Section 1.4.
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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.”
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Earnout Price as defined in Section 1.4, minus (c) the "Net Worth Adjustment," as defined in Section 1.5.
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Examples of Earnout Price in a sentence

  • The Earnout Price shall be paid to the Seller in cash, shares of Common Stock or a combination thereof, in accordance with the provisions of Sections 1.2(e) and 1.2(j) hereof.

  • 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).

  • 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.

  • The Earnout Price shall not be paid pursuant to this Agreement for the sale of the Exempt Products.

  • The Escrow Agent shall disburse payments of the New Building Earnout Price at one or more Earnout closings, as further set forth in the Post Closing Agreement.

  • Matt suggested a hybrid model might be needed, where experts are supplemented by volunteers.There was some confusion about which bridge was the one requiring repair, with the conclusion that Matt and Russ should investigate both bridges as to the need for repair or replacement so that their budget and work, if needed, can be coordinated.

  • During any period from the Closing Date until the Earnout Price is paid in which the Seller is not a member of the Buyer's Board of Directors, the Seller shall be entitled, on the same basis as the Buyer's Business Unit Presidents, to attend, participate in and have access to materials in connection with, meetings of the Buyer's Board of Directors.

  • 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.

  • 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.


More Definitions of Earnout Price

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.
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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.
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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.
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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.
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Earnout Price means the average market price of the shares over the last thirty (30) trading days of the Earnout Period.
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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. 2. The first sentence of Section 5.1 of the Stock Purchase Agreement is hereby deleted in its entirety. The third, fourth and fifth sentences of Section 5.1 of the Stock Purchase Agreement are hereby deleted in their entirety and the following provision is substituted in their place: 1. In the event of any change in the number of outstanding shares of Common Stock through merger, recapitalization, stock dividend, stock split, split-up, split-off, spin-off or other like change
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Related to Earnout Price

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

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

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

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

  • 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 2.05(a).

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • 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).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • 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 product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance 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).