First Earnout definition

First Earnout has the meaning set forth in Section 2.12(c)(i).
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First Earnout has the meaning specified in Section 3.6(a)(i).
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First Earnout has the meaning set forth in ss.2(b)(ii) below.
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Examples of First Earnout in a sentence

  • Subject to the Surviving Corporation’s achievement of Adjusted Earnings of at least $15,000,000 for the fiscal year ended December 31, 2007, the Merger Consideration shall include the First Earnout Shares.

  • If the First Earnout Achievement Date or a New Pubco Sale has not occurred after the Closing and prior to the date that is six (6) years following the Closing Date, the Founder Shares that were eligible to vest pursuant to this clause (i) shall not vest and shall be forfeited as provided in subsection (e) below.

  • For purposes of illustration only, if an Acceleration Event occurs in the First Earnout Period, then the $3 million maximum earnout amount, less any amounts already paid in the First Earnout Period will be accelerated and payable by the Parent to the Constituents.

  • Any Class 1 Earnout Units or Class 2 Earnout Units that are not converted to Common Units as set forth in Sections 3.14(a)(i)-(ii) above, shall be automatically and immediately forfeited and cancelled upon the date of the expiration of the First Earnout Period.

  • In the event that any First Sponsor Earnout Shares are still held in escrow at the end of the First Earnout Period, or any Second Sponsor Earnout Shares are still held in escrow at the end of the Second Earnout Period, those Sponsor Earnout Shares will automatically and without further action by Sponsor be forfeited and delivered by the Escrow Agent to Parent for cancellation by Parent.

  • The First Earnout is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022.

  • Proposed Change: 4.501 Vacation Pay and Statutory Holiday Pay Annual vacation pay shall be six percent (6.5%) of gross earnings and statutory holiday pay shall be six percent (6.5%) of gross earnings.

  • The sole price payable by Seller for and under the Imagent License shall be the Earnout due, commencing as of the first applicable Earnout Period, which shall be (i) the Earnout Period during which the Imagent License is granted and (ii) deemed to be the First Earnout Period, provided that the first day thereof shall be the effective date of such license agreement, through the Last Earnout Period.

  • If the Surviving Company terminates a Stockholder at any time prior to the end of the First Earnout Period, the Stockholder who has been terminated (the "Terminated Stockholder") shall receive as additional payment for his Webnet Stock, the First Earnout Payment based upon actual EBITDA for all months prior to such termination, and an amount equal to the average monthly EBITDA for the previous 12 month period, for each month after the termination, until the end of the Second Earnout Period.

  • The amounts recognized in OCI are shown in the table below and the reclassifications to profit or loss during the year are as shown in the consolidated statement of income.


More Definitions of First Earnout

First Earnout has the meaning ascribed to such term in the Merger Agreement. For clarity, the First Earnout shall be deemed to have been achieved for purposes hereof upon the occurrence of the relevant Triggering Event (as defined in the Merger Agreement), including upon an Earnout Acceleration (as defined in the Merger Agreement) or if the First Earnout is deemed to have been achieved as of the Closing.
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First Earnout means the lesser of (i) ten percent (10%) of the difference between Xxxxxx FMV and Xxxxxx Cost and (ii) $1 million.
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First Earnout means the earnout described in section 1.10(a)(i).
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Related to First Earnout

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

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

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

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

  • Earnout Payments has the meaning set forth in Section 2.06(a).

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

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

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Adjustment Escrow Amount means $2,000,000.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

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

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Net Investment Earnings With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance with Section 3.06.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Interim Payment has the meaning specified in Section 10.1.

  • Deferred Sales Charge Payment Date means October 10, 2013 and the tenth day of each month thereafter through February 10, 2014.

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

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • net earnings means such earnings as are calculated in accordance with paragraph 42 or 52, as the case may be;

  • Seller Remittance Amount With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).