Earnout Products definition

Earnout Products means the Data Center Products; provided that, for the avoidance of doubt, in no event shall Earnout Products include (i) any products owned by Purchaser or its Affiliates as of immediately prior to the Closing or (ii) any products acquired by Purchaser or its Affiliates as a result of the acquisition of any Person after the Closing.

Earnout Products means products sold by any Selling Person that are intended to be used with the instruments that are covered by the Purchased Intellectual Property. Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

Earnout Products means the Prolieve Products and all improvements, enhancements, derivatives, and iterations thereto by Buyer or its Affiliates after the Closing Date.

Examples of Earnout Products in a sentence

• If Net Sales for the Earnout Products during any Calendar Year following the Closing Date are greater than or equal to [***] Dollars ($[***]), Buyer shall pay Seller a one-time lump sum payment of [***] Dollars ($[***]).

• Property owners who have completed eligible improvements after December 1, 2016 may qualify for assistance, subject to these guidelines.

• Parent shall provide, or shall cause the Surviving Corporation to provide, as applicable, the Equityholders’ Representative with written notice, including reasonable details supporting such determination as Parent determines to provide in its sole discretion, within fifteen (15) days of any determination by Parent or the Surviving Corporation that any Technical Failure has occurred with respect to any of the Company Earnout Products.

• The parties also acknowledge and agree that if, after Parent’s or the Surviving Corporation’s determination that a Technical Failure has occurred with respect to any of the Company Earnout Products, the Net Revenue Target is nevertheless achieved, the Equityholders shall be entitled to the Net Revenue Earnout Amount at the time and otherwise on the terms and conditions set forth in this Agreement.

• Notwithstanding the foregoing, the parties acknowledge and agree that, upon the occurrence of a Technical Failure with respect to any of the Company Earnout Products, Parent or the Surviving Corporation, as applicable, may, at its sole discretion, withdraw the Company Earnout Products related to the Technical Failure from the market in order to resolve such Technical Failure as soon as practicable using commercially reasonable efforts.

More Definitions of Earnout Products

Earnout Products shall have the meaning set forth in Section 2.8(a)(iii).

Earnout Products means any of the following products or services offered by Buyer after the Closing, whether as standalone products or as integrated into or incorporated into other products:

Earnout Products has the meaning ascribed thereto in Section 2.01(g)(vii).

Earnout Products means each of the products currently produced, manufactured, marketed, licensed, sold or distributed by the Company and its Subsidiaries or currently in development by the Company or its Subsidiaries and not yet in the marketplace, including derivatives and updates of all such products.

Earnout Products. Section 5.1. “Earnout Revenues” - Section 5.2. “Employment Agreements” - Section 3.2.6. “High Sales Rate” - Section 7.1. “Holdback Amount” - Section 4.2.1. “Individual’s G3 Shares” - Section 2.1. “Material Claim” - Section 16.1. “Nominal Earnout Price” - Section 5.3.2. “Noncompetition Agreements” - Section 3.2.7. “Owned Rights” - Section 10.14. “Pre-Closing G3 Products” - Section 5.1. “Purchase Consideration” - Section 4.1. “Rate Step” - Section 7.1. “Representatives” - Section 5.7. “Scheduled Rights” - Section 10.14. “SEC” - Section 7.7.2. “Securities Act” - Section 7.7. “Seller Indemnitees” - Section 16.3. “Stock Consideration” - Section 4.1. “Sub” - Recital “B”.

Earnout Products means: (a) Seller's products existing as of the date of this Agreement and direct derivatives thereof, (b) technology of Seller existing as of the date of this Agreement and direct derivatives thereof (the "Existing Technology" ) and (c) new products developed primarily from Existing Technologies. Earnout Products shall specifically exclude: (i) products primarily based on technologies assigned to or acquired by Purchaser or its Affiliates after the Closing Date from third parties; and (ii) products based primarily on technologies of Purchaser or its Affiliates existing as of the date of this Agreement. "Revenues" shall mean: gross revenues less: (i) actual returns to Purchaser of Earnout Products during any Earnout Year and (ii) discounts on Earnout Products. Purchaser shall use its reasonable best efforts to ensure prompt revenue recognition of Earnout Products.

Earnout Products means (A) the Company’s current Tidal Assist Ventilation (“TAV”) product, including SideKick TAV devices, TAV interfaces, TAV accessories and related consumables (each, a “Current Product”), (B) any other ventilation product, including devices, interfaces, accessories, and related consumables, that (1) is derived from or incorporates substantially the same underlying technology as a Current Product or (2) is covered by a Valid Claim, or (C) any hardware or software upgrade to the products included in (A) and (B) above, and any related interfaces, accessories, and related consumables.