First Earnout definition

First Earnout has the meaning set forth in Section 2.07(a)(i).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

First Earnout has the meaning specified in Section 3.6(a)(i).

First Earnout has the meaning set forth in ss.2(c)(ii) below.

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.
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.
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.
However, if the First Year Achieved Revenue is greater than or equal to the sum of Base Revenue plus the product that results from multiplying Base Revenue by .35, but less than the First Year Target Revenue, then the First Earnout Payment shall be calculated by multiplying the Maximum Earnout Payment for the First Year Period by the First Year Factor.
If the First Earnout Payment is earned in accordance with clause (B) above, the First Earnout Payment shall be payable within ten (10) Business Days following such occurrence.
If the First Year Achieved Revenue is less than the sum of Base Revenue plus the product that results from multiplying Base Revenue by .35, then the First Earnout Payment shall be equal to zero.
Any shares issued that are less than the full 301,523,333 shares that may be earned during the First Earnout Period shall be added to the 310,523,333 shares that may be issued during the Second Earnout Period so long as the shortfall in gross revenue during the First Earnout Period is added to the amount of gross revenue required during the Second 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 Period and the Second Earnout Period are hereinafter referred to individually as an “Earnout Period”.
Within the similar time frame following the EBITDA Multiple Amount calculation date for each of the four years thereafter, Buyer shall deliver to Seller a statement specifying the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any (such statements, together with the First Earnout Statement, are each referred to herein as an “Earnout Statement”).

More Definitions of First Earnout

First Earnout means the earnout described in section 1.10(a)(i).

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.

First Earnout means the lesser of (i) ten percent (10%) of the difference between ▇▇▇▇▇▇ FMV and ▇▇▇▇▇▇ Cost and (ii) $1 million.