First Earnout Amount definition

First Earnout Amount means an amount equal to $15,000,000; provided, however, notwithstanding anything else set forth herein, that the First Earnout Amount shall under no circumstances exceed $15,000,000. (xi) “First Earnout Cash Consideration” shall mean an amount of cash equal to (1) the First Earnout Amount multiplied by 66.67% minus (2) the Change in Control Payments payable in connection with the payment of the First Earnout Amount. (xii) “First Earnout Stock Consideration” shall mean a number of shares of Parent Common Stock equal to the quotient of (A) an amount equal to the First Earnout Amount multiplied by 33.33%, divided by (B) the Parent Trading Price. (xiii) “First Earnout Period” shall mean a period of time that commences at 12:01 AM Pacific Time on January 1, 2018 (regardless of whether the Closing should occur prior to or after January 1, 2018) and ends at 11:59 PM Pacific Time on December 31, 2018. (xiv) “First Earnout Target” shall have the meaning set forth in Schedule 1.2(a)(xiv). (xv) “First Earnout Threshold” shall have the meaning set forth in Schedule 1.2(a)(xv). (xvi) “New Enrollments” shall have the meaning set forth in Schedule 1.2(a)(xvi). (xvii) “Second Earnout Amount” shall have the following meaning: (1) if New Enrollments during the Second Earnout Period are less than or equal to the Second Earnout Threshold, then the “Second Earnout Amount” shall mean an amount equal to zero; (2) if New Enrollments during the Second Earnout Period are greater than the Second Earnout Threshold but less than the Second Earnout Target, then the “Second Earnout Amount” shall mean an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator
First Earnout Amount has the meaning given in the Original Sale Agreement;
First Earnout Amount means an amount of cash (and/or the Earnout Shares in the event that Capricorn Sub or any successor entity makes the Share Issuance Election): (A) in the event Capricorn Sub and its Affiliates (and any successor entity in respect of the Transferred Business) receives bona fide, irrevocable, binding purchase orders to purchase the FISH Products (“FISH Purchase Orders”) during the Earnout Period in an aggregate amount equal to or in excess of RMB155,470,000 (“First Earnout Target”), US$20,000,000; and (B) in the event Capricorn and its Affiliates (and any successor entity in respect of the Transferred Business) receive FISH Purchase Orders during the Earnout Period in an aggregate amount less than the First Earnout Target, US$0. For the purpose of this Agreement, “FISH Products” means probes and image analysis systems (comprising of hardware, software, microscopes and cameras) based on Fluorescent In Situ Hybridization and other molecular cytogenetic platforms.

Examples of First Earnout Amount in a sentence

  • The First Earn-out Amount relates to Bloom’s performance between 31 August 2016 (the date of completion of the sale) and 31 March 2017 (the end of Bloom’s financial year).

  • 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.

  • Assignment 639.6 Data Room 649.5 No Strict Construction; Interpretation 639.8 No Third Party Beneficiaries 649.7 Captions 649.10 Counterparts 649.9 Complete Agreement 649.12 Incorporation of Appendices, Exhibits and Schedules 659.11 Governing Law; Venue 649.13 Conflict Waiver; Attorney-Client Privilege 65EXHIBITS:EXHIBIT A: Employment Agreements EXHIBIT B: Products and ServicesEXHIBIT C: Illustrative Calculation of First Earnout Amount and Second Earnout Amount.

  • As far as the First Earn-out Amount and the Second Earn-out Amount are concerned, a payment becomes due if a certain minimum level of Contribution is achieved.

  • If Gross Profit for the First Earnout Period is equal to or greater than $9,156,527, then the First Earnout Amount shall be $7,000,000.


More Definitions of First Earnout Amount

First Earnout Amount means [*].
First Earnout Amount means $2.5 million, less any amounts set off against such amount pursuant to Section 11.7 hereof.
First Earnout Amount means $6,500,000.
First Earnout Amount means the lesser of (i) the First Earnout Base and (ii) Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000).
First Earnout Amount has the meaning set forth in Section 2.12(b).
First Earnout Amount means an amount equal to the product of (i) the First Earnout Revenue and (ii) two (2); provided, however, if the First Earnout Amount exceeds $200,000,000, the First Earnout Amount shall be deemed equal to $200,000,000.
First Earnout Amount shall have the meaning set forth in the Merger Agreement.