Final Earnout Payment definition

Final Earnout Payment means the applicable Earnout Payment, as finally determined pursuant to Section 3.6.
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Final Earnout Payment means the applicable Earnout Payment, if any, set forth on the Final Earnout Calculation Statement.
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Final Earnout Payment has the meaning ascribed to this term in Schedule 2.1(d);
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Examples of Final Earnout Payment in a sentence

  • Upon such resolution, a Final Earnout Report shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the applicable Earnout Payment, if any, based thereon, shall constitute the applicable Final Earnout Payment and be final and binding upon the Parties.

  • The Accounting Referee’s determination of the Earnout Report and the Earnout Payment, if any, based thereon shall constitute the applicable Final Earnout Report and Final Earnout Payment and shall be final and binding on the Parties.

  • Within five (5) Business Days following the determination of each Final Earnout Payment in accordance with Section 3.6 below, the Purchaser shall pay to the Shareholders an amount equal to the Earnout Payment, if any, in cash.

  • The Purchase Price shall be $30,400,000.00, plus the First Earnout Payment (if any), plus the Final Earnout Payment (if any), plus or minus, as applicable, the adjustments contemplated in Section 2.1(b).

  • To the extent Buyer elects to pay a portion of such Final Earnout Payment in FAC Stock pursuant to paragraph (i) above, Buyer shall deliver to each Seller certificates representing the number of whole shares of FAC Stock that such Seller is entitled to receive; provided, that such Seller executes and delivers to Buyer an investment representation letter, substantially in the form of Annex D hereto.

  • For the avoidance of doubt, no Catch-up Payments shall be due and payable following the date on which the final Earnout Payment is made for the last fiscal quarter in the Earnout Period (the “Final Earnout Payment Date”) and the Purchaser shall have no further payment obligations under this Section 1.2(a) following the Final Earnout Payment Date.

  • The term "Final Earnout Payment Statement," means a definitive Earnout Payment Statement accepted by Seller or agreed to by Buyer and Seller in accordance with Section 1.10(b) or a definitive Earnout Payment Statement resulting from the determinations made by the Neutral Auditor in accordance with this Section 1.10(c) (in addition to those items theretofore accepted by Seller or agreed to by Buyer and Seller).

  • In the event a Dispute Notice is delivered to Purchaser during such thirty (30) calendar-day period, Purchaser and Seller shall first negotiate in good faith to reach agreement on the disputed items or amounts to determine (pursuant to the provisions of this Section 1.7) the amount of the Final Earnout Payment.

  • If Seller fails to deliver a Dispute Notice prior to the expiration of such thirty (30) calendar-day period, the calculation of the Proposed Final Earnout Payment (including any component thereof), as set forth in the Proposed Final Earnout Statement shall be final and binding on the parties hereto for all purposes.

  • No later than January 31, 2017, Buyer will (i) deliver to Shareholder Representative a written schedule setting forth in reasonable detail the calculation of the Final Earnout Payment, and (ii) issue the requisite number of shares of SPS Common Stock to the Shareholders that were not already issued pursuant to the foregoing sentence.


More Definitions of Final Earnout Payment

Final Earnout Payment means (a) if Seller’s first Earnout Notice specifies that Seller is electing to receive two (2) Earnout Payments, the second Earnout Payment; or (b) if Seller’s first Earnout Notice does not specify that Seller is electing to receive two (2) Earnout Payments, the first (and only) Earnout Payment.
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Final Earnout Payment means with respect to each Earnout Payment, the Earnout Payment: (1) as shown in Alarm’s calculation thereof if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.4(d); or (2) if such a notice of disagreement is delivered, then: (A) as agreed by the Stockholder Representative and Alarm pursuant to Section 2.4(d) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.4(d); provided, however, that in no event shall any Final Earnout Payment be less than Alarm’s calculation of the applicable Earnout Payment or more than the Stockholder Representative’s calculation of the applicable Earnout Payment delivered pursuant to Section 2.4(d); (iv) “Software Revenue” shall mean revenue, as determined in accordance with GAAP, derived from the Company’s energy management and demand response software platform only if such related software is hosted on servers controlled by the Company, including but not limited to: (A) platform and software service and license fees for use of Company’s platform, and (B) revenue received for demand response aggregation, energy efficiency, and grid stability services, and (C) premium and other service or subscription fees for customers with devices connected to or controlled by or with accounts on Company’s platform, and shall expressly exclude any revenue derived from non-core software, including consulting, advertising, promotion and one-time data services; (v) “Total Revenue” shall mean the total revenue of the Company for the applicable period as determined in accordance with GAAP; and (vi) “Total Revenue Operating Projections” shall mean the Total Revenue projections for the applicable year set forth in the projections attached as Schedule 2.4(e).
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Final Earnout Payment has the meaning set forth in Section 2.4(e).
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Related to Final Earnout Payment

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

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

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

  • Delta Payment means as it is described in this Agreement.

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Payment Amount as defined in Section 3.5.

  • AHYDO Catch-Up Payment means any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, in each case to avoid the application of Section 163(e)(5) of the Code thereto.

  • Closing Payment Amount has the meaning specified in Section 1.5.

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

  • Interim Payment has the meaning specified in Section 10.1.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Upfront Payment has the meaning set forth in Section 4.1.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • Final Payment is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • Net earned premium means the premiums earned in this State

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Completion Payment means the payment for the 20% of the Charges for each Apprenticeship that under the ESFA Rules is only paid once an Apprentice takes their end point assessment, including as the case may be Apprenticeships funded by Transferred Levy Funds;

  • Annual Payment The total amount payable to the Settlement Fund Administrator by the Settling Distributors on the Payment Date each year, as calculated by the Settlement Fund Administrator pursuant to Section IV.B.1.e. For the avoidance of doubt, this term does not include the Additional Restitution Amount or amounts paid pursuant to Section X.

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.