Earnout Proceeds definition

Earnout Proceeds means the Cash or non-Cash proceeds received directly or indirectly by any Debtor or Reorganized Debtor on account of any Earnout Asset.
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Earnout Proceeds. As defined in Section 8.4.
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Earnout Proceeds has the meaning set forth in Section 1.16 of this Agreement.
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Examples of Earnout Proceeds in a sentence

  • Borrower shall only be permitted to receive Earnout Proceeds for the first thirty (30) months following the Closing Date and Lender shall have no obligation to fund any Earnout Proceeds after the first thirty (30) months following the Closing Date.

  • If the Consideration is comprised entirely of cash, then, upon completion of such transaction, such cash Consideration shall be deposited into the Escrow Account in lieu of the Earnout Shares and shall be subject to further adjustment, if any, in accordance with this Section 3.5 as Earnout Proceeds.

  • The Seller shall be eligible to receive certain additional amounts with respect to the Earnout Proceeds and the Earnout Shares as calculated pursuant to this Section 3.5(e) (such amounts collectively referred to as the “Additional Payable Amounts”) calculated as set forth below.

  • For the final two years of the Earnout (those ending June 30, 2002 and 2003), any portion of the Earnout Proceeds payable to the Shareholders shall be paid in cash or Purchaser Common Stock at the then-prevailing "market price", at the election of each of the Shareholders.

  • The Parties acknowledge and agree that neither the Earnout Proceeds nor the Earnout Shares, including any additional amounts as calculated in accordance with Section 3.5(e), shall be owned (or deemed owned) by the Seller until such amounts are released, issued or paid, as applicable, to the Seller in accordance with the terms of this Agreement or the Escrow Agreement.

  • The Earnout Proceeds shall be disbursed by Lender to pay fifty percent (50%) of the first $4,177,440.00 “earnout dollars” due Seller only up to but not exceeding $2,088,720.00 on each new fully executed Lease for the Vacant Space (as hereinafter defined) (“Earnout Lease”) procured by Seller pursuant to Section 1.5 of the Purchase Agreement and Section 2 of the Post Closing and Indemnity Agreement (“Seller Earnout”).

  • Achievement of both revenue and EBITA targets for a particular fiscal quarter will entitle the Shareholders to Earnout Proceeds having a value of $12,500.

  • Failure to achieve one of the financial performance targets in a particular quarter will not prevent the Shareholders from receiving Earnout Proceeds for meeting the other performance target for such quarter.

  • In no event, however, shall Lender be obligated to disburse Earnout Proceeds to the extent the disbursement would cause the aggregate Loan Amount to exceed 75% of the fair market value of the Property, as set out in the Appraisal of the Property approved by Lender hereunder.

  • The maximum value of Earnout Proceeds that can be received by the Shareholders pursuant to the Earnout in each of the five twelve-month periods is $50,000.


More Definitions of Earnout Proceeds

Earnout Proceeds as used herein shall mean ---------------- amounts paid to Seller under the Earnout Contracts.
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Earnout Proceeds has the meaning set forth in Section 3.5(a).
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Earnout Proceeds means (a) any upfront payment, research payment, development payment, option fee, option exercise fee, license fee, royalty or any other fee associated with providing services to or collaborating with any third party in which the Company Platform is used by or on behalf of a member of Parent Group as part of such services or collaboration; (b) any upfront payment, milestone, royalty, license maintenance fee, option fee, option exercise fee, minimum fee payment, sublicense income proceeds or any other fee associated with any Earnout Trigger, in each case, received or invoiced by or on behalf of Parent or any Affiliate of Parent; or (c) the gross amount received or invoiced by or on behalf of any member of the Parent Group for any sale of a product including any compound that was generated leveraging the Company Platform, in each case, in connection with the occurrence of an Earnout Trigger; provided that in each case ((a) or (b)), such payments, fees, royalties and other amounts shall not include such amounts as are received from a non-profit academic or non-profit research entity that are paid solely for the purpose of running initial DEL Screening following by the application of ML to the results of such DEL Screening and as a result of which DEL Screening and application of ML, such non-profit academic or non-profit research entity is provided no more than five (5) probe compounds for any target.
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Related to Earnout Proceeds

  • Net Debt Proceeds means, with respect to any incurrence of Indebtedness for borrowed money, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by the respective Person from the respective incurrence of such Indebtedness for borrowed money.

  • Gross Proceeds means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

  • Loss Proceeds means, collectively, all Insurance Proceeds and all Condemnation Proceeds.

  • Net Loss Proceeds means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of:

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Net Sales Proceeds means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company, which shall be determined by the Board in its sole discretion.

  • Total Loss Proceeds means the proceeds of any insurance or any compensation or similar payment arising in respect of a Total Loss.

  • Declined Proceeds has the meaning assigned to such term in Section 2.11(b)(v).

  • Sale Proceeds means the net proceeds from the sale and/or realisation of the Charged Assets (excluding any Charged Assets which comprise cash) by the Realisation Agent in accordance with the Conditions (after deduction therefrom by the Realisation Agent of its usual fees and any costs and expenses incurred in connection with the sale of such Charged Assets). 7. Additional Provisions:

  • Sales Proceeds means, with respect to any Transaction Vehicle, an amount equal to the aggregate amount of proceeds received by the Servicer from the purchaser in connection with the sale or other disposition of such Transaction Vehicle, net of any and all out-of-pocket costs and expenses incurred by the Servicer in connection with such sale or other disposition, including without limitation, all repossession, auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses.

  • Disposition Proceeds means, with respect to each Group I/II Non-Program Vehicle, the net proceeds from the sale or disposition of such Group I/II Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Group I/II Lessee thereof pursuant to any Group I/II Lease).

  • Investment Proceeds means, with respect to any Determination Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1996-1 Accounts, together with an amount equal to the Series 1996-1 Allocation Percentage of the interest and other investment earnings on funds held in the Collection Account credited as of such date to the Collection Account pursuant to Section 4.02 of the Agreement.

  • Gross Sales Proceeds with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Collateral Proceeds means the Liquidation Proceeds of the Relevant Collateral or any Undeliverable Assets forming part of the Relevant Collateral (as the case may be) denominated in the Settlement Currency.

  • Net Proceeds Amount means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

  • Net Equity Proceeds means an amount equal to any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Holdings or any of its Subsidiaries, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Equity Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of Company after the Effective Date.

  • Discount Proceeds means, with respect to any B/A, an amount (rounded upward, if necessary, to the nearest Cdn.$.01) calculated by multiplying (a) the face amount of such B/A by (b) the quotient obtained by dividing (i) one by (ii) the sum of (A) one and (B) the product of (x) the Discount Rate (expressed as a decimal) applicable to such B/A and (y) a fraction of which the numerator is the Contract Period applicable to such B/A and the denominator is 365, with such quotient being rounded upward or downward to the fifth decimal place and .000005 being rounded upward.

  • Net Condemnation Proceeds The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.

  • Event of Loss Proceeds means, with respect to any proceeds from any Event of Loss, all Satellite insurance proceeds received by the Issuer or any of the Restricted Subsidiaries in connection with such Event of Loss, after

  • Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

  • Escrowed Proceeds shall include any interest earned on the amounts held in escrow.