First Earnout Amount definition

First Earnout Amount shall have the following meaning: (1) if New Enrollments during the First Earnout Period are less than or equal to the First Earnout Threshold, then the “First Earnout Amount” shall mean an amount equal to zero; (2) if New Enrollments during the First Earnout Period are greater than the First Earnout Threshold but less than the First Earnout Target, then the “First Earnout Amount” shall mean an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator of which is the New Enrollments during the First Earnout Period, and (y) the denominator of which is the First Earnout Target; and (3) if New Enrollments during the First Earnout Period are equal to or greater than the First Earnout Target, or if an Earnout Default Event is finally determined pursuant to Section 1.2 to have occurred during the First Earnout Period, then the “First Earnout Amount” shall mean 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...

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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 date upon which the First Earnout Payment is required to be delivered by ADS to the Stockholders shall be referred to herein as the "First Earnout Date." The First Earnout Payment shall be in the form of cash and/or ADS Stock, the proportional amount of each to be determined by ADS, having a value of 4.0 times the EBITDA for the First Earnout Period, minus $450,000 (the "First Earnout Amount").
The Sellers shall be entitled to (x) a payment of $5,000,000 (the "First Earnout Amount") from Purchaser in the event that Adjusted EBITDA for the First Earnout Period is equal to or in excess of $15,000,000 (the "EBITDA Minimum"), and (y) a payment of $5,000,000 (the "Second Earnout Amount", and together with the First Earnout Amount, if any, collectively the "Earnout Payment") from Purchaser in the event that Adjusted EBITDA for the Second Earnout Period is equal to or in excess of the EBITDA Minimum.
Purchaser will have the right to set off the amount of any Damages related to any claim for indemnification under this Agreement against the First Earnout Amount.
Subject to Section 12.2(d), if the First Earnout Net Revenue exceeds $3,000,000 during the First Earnout Period, which shall occur no later than the third (3rd) anniversary of the Closing Date (such date of achievement, the “First Earnout Date”), within ninety (90) days following the First Earnout Date (the “First Earnout Payment Date”), Acquiror shall pay the First Earnout Amount in accordance with Section 2.4.
As promptly as practicable but not later than the First Computation Delivery Due Date, iTurf shall deliver to the Sellers' Agents a proposed computation of the First Earnout Amount (the "FIRST EARNOUT COMPUTATION") or a written statement that it is not able to provide such calculation.

More Definitions of First Earnout Amount

First Earnout Amount. $1,500,000.

First Earnout Amount shall have the meaning set forth in the Merger Agreement.

First Earnout Amount means [*].

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 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 has the meaning set forth in Section 2.12(b).