Earnout Purchase Price definition

Earnout Purchase Price has the meaning set forth in Section 3.6(a).
Sample 1
Earnout Purchase Price has the meaning set forth in Section 2(e)(iv).
Sample 1Sample 2
Earnout Purchase Price has the meaning set forth in Section 2.2 below.
Sample 1

Examples of Earnout Purchase Price in a sentence

  • The Agreement provides that commencing on the date of the Initial Closing and continuing through the expiration of the Earnout Period, Guarantor is entitled to earn the payment of all or a part of the Earnout Purchase Price (as defined by the Agreement).

  • Guarantor hereby collaterally assigns its right to receive all or any portion of the Earnout Purchase Price and its right to receive rental and other payments under a Vacant Space Lease (as defined by the Agreement) to Purchaser as security for this Guaranty.

  • When the tenant under the Vacant Space Lease becomes a Rent Paying Tenant, that portion of the Earnout Purchase Price attributable to that tenancy would be $993,430.12 (i.e., $100,000.00 less $10,000.00, with such result being divided by the Base Rent Divider).

  • The Guarantor shall also be responsible for the Borrower Earnout Payment when due by Borrower to Seller under Section 1.5 of the Purchase Agreement, Section 2 of the Post Closing and Indemnity Agreement and Section 3 of the Earnout Purchase Price Escrow Agreement (as to the Unbuilt Vacant Space only) pursuant to the Guaranty if Borrower fails to timely make such payment.

  • Notwithstanding anything to the contrary contained in this Agreement but subject to the immediately following sentence, the liability of Seller and Shareholder under this Agreement shall be limited, in the aggregate, to a maximum amount equal to the sum of (i) fifty percent (50%) of the Initial Purchase Price and (ii) fifty percent (50%) of the Earnout Purchase Price as and when the same is paid or payable to Seller.

  • Buyer will have the right to offset any such fees or charges against the Earnout Purchase Price upon written notice to Seller.

  • After the Closing, all business decisions affecting the Earnout Purchase Price made by the directors and officers of Parent and Acquisition Sub will be made in good faith and not for the primary purpose of reducing the Earnout Purchase Price.

  • The obligations of Purchaser to pay the Earnout Purchase Price shall survive the Initial Closing through the end of the Earnout Period; accordingly, because this Agreement is to be performed over the Earnout Period, Purchaser and Purchaser’s Assignee shall remain liable for the obligations under the Agreement if it sells or conveys the Property after the Initial Closing.

  • With prior written Notice to Seller identifying the assignee, Purchaser may assign its rights under the Agreement to an affiliate prior or subsequent to the Initial Closing, but Purchaser shall remain liable and obligated for, and assignee must also agree to be liable for, all obligations of Purchaser including, without limitation, the obligation to pay the Earnout Purchase Price.

  • To the extent that the Cash Escrowed Amount is insufficient to make required distributions to Acquisition Sub, any such Cash Escrowed Amount shortfall shall be funded first by the Stock Escrowed Amount and then second by a reduction in any payments due to be made by Acquisition Sub to Seller for the Earnout Purchase Price.


More Definitions of Earnout Purchase Price

Earnout Purchase Price means the amount equal to Thirty Percent (30%) of the aggregate Earnout License Fee Revenues (as defined below in this Section) in excess of Fourteen Million Four Hundred Thousand Dollars ($14,400,000) during the Earnout Period; provided, however that the aggregate Earnout Purchase Price shall not exceed Five Million Two Hundred Eighty Thousand Dollars ($5,280,000). Except as set forth below, the term "Earnout License Fee Revenues" shall mean any and all license revenues, to the extent such revenue has been recognized by Buyer, resulting from any license or sublicense by Buyer and any of its Affiliates to any third party of any E5 Product or any Exeter-Oracle Product for which Buyer or any of its Affiliates charges a separate license fee. Notwithstanding the foregoing, (i) the term "Earnout License Fee Revenues" shall be decreased by any amount paid by Buyer and its Affiliates for the right to license third party software included in the E5 Product Suite or the Exeter Student Suite for Oracle Product and (ii) where any E5 Product or the Exeter-Oracle Product is packaged together with Buyer's other products (together, the "Aggregate Products") and sold at a discount to Buyer's customary fees in effect at such time, the discount on that portion of the revenues attributable to the E5 Product Suite or the Exeter Student Suite for Oracle Product for purposes of calculating Earnout License Fee Revenues shall not exceed a pro-rata discount based on the discount on the Aggregate Products. Notwithstanding anything contained herein to the contrary, Earnout License Fee Revenues shall not include any revenue derived from consulting services, modification services, installation or implementation services, maintenance services, or other support services.
Sample 1
Earnout Purchase Price. As defined in Section 3.02. ENVIRONMENTAL LAWS: As defined in Section 12.01(k). ESCROWEE: First American Title Insurance Company (National Accounts Division), Chicago, Illinois. HAZARDOUS MATERIALS: As defined in Section 12.01(k).
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Earnout Purchase Price means the amount equal to the sum of (i) the Earnout Maintenance Fees and (ii) the Earnout License Fees, each calculated as follows:
Sample 1
Earnout Purchase Price shall be equal to the sum of (i) the 2005 Earnout, (ii) the 2006 Earnout and (iii) the 2007 Earnout, and shall be payable within forty-five (45) days following the end of each calendar quarter following the Closing Date and continuing through the quarter ended June 30, 2007.
Sample 1
Earnout Purchase Price means an amount to be paid by Purchaser to Seller with respect to Vacant Space Leases that satisfy the Occupancy Conditions during the Earnout Period. The portion of the Earnout Purchase Price payable at any specific Earnout Purchase Price Closing for the Vacant Space that satisfies the Occupancy Conditions prior to the expiration of the Earnout Period shall be calculated by dividing (i) the sum of the total base rent and CAM Administrative Fees payable by the tenant under a new lease for the Vacant Space for the initial twelve (12) months commencing as of the date that the Occupancy Conditions for such Vacant Space have been satisfied, as adjusted for Slippage, by (ii) the Base Rent Divider. EXAMPLE: Subsequent to the Initial Closing, Seller leases a 5,000 square foot portion of the Vacant Space and otherwise satisfies the Occupancy Conditions. The base rent and CAM Administrative Fees under such Vacant Space Lease total $100,000.00 per year, and the Vacant Space Lease has no Slippage (i.e., such lease is a so called “triple-net” lease where the tenant pays its entire prorata share of CAM, Taxes and insurance). When the tenant under the Vacant Space Lease becomes a Rent Paying Tenant, that portion of the Earnout Purchase Price attributable to that tenancy would be $1,103,811.24 (i.e., $100,000.00 divided by the Base Rent Divider).
Sample 1

Related to Earnout Purchase Price

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • 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).

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Purchase Price has the meaning set forth in Section 2.1.

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

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

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.