First Earnout definition

First Earnout has the meaning specified in Section 3.6(a)(i).
Sample 1
First Earnout has the meaning set forth in Section 2.07(a)(i).
Sample 1
First Earnout has the meaning set forth in ss.2(b)(ii) below.
Sample 1

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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • The Future Earnout Amount for the First Earnout Period shall be equal to (i) the Maximum Earnout Payment for the first Earnout Period less (ii) the First Earnout Period Subsequent Earnout Payment less (iii) the First Period Second Year Payment less (iv) the First Period Third Year Payment, unless such amount is less than zero, in which case the Future Earnout Amount for the First Earnout Period shall be equal to zero.

  • Any First Earnout or Second Earnout paid will be allocated in the same manner as the initial Purchase Price allocation pursuant to this Section 2.09.

  • Notwithstanding anything to the contrary in this Section 2.16, if the First Earnout is not achieved and Parent reasonably determines in good faith that the Second Earnout is not likely to be achieved, then Parent shall have no obligation to provide any additional funding to the Final Surviving Entity (or the Interim Surviving Entity, as applicable).

  • No amounts were payable to the Company under the First Earnout for the year ending December 31, 2019.


More Definitions of First Earnout

First Earnout means the earnout described in section 1.10(a)(i).
Sample 1
First Earnout means the lesser of (i) ten percent (10%) of the difference between Xxxxxx FMV and Xxxxxx Cost and (ii) $1 million.
Sample 1
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.
Sample 1

Related to First Earnout

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

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

  • Earnout Period has the meaning specified in Section 2.03(a).

  • 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 2.2(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 $1,000,000.

  • 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 interest or other amounts earned thereon.

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

  • 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 1.9.3.

  • 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 specified in Section 2.05(a).

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • 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).