First Earnout Payment definition

First Earnout Payment has the meaning set forth in Section 1.7(c)(i).

First Earnout Payment shall have the meaning set forth in Section 2(f)(i).

First Earnout Payment means (i) the Maximum Earnout Payment MINUS (ii) the sum of (a) the applicable Class B Earnout Payment Deduction PLUS (b) the applicable Class C Earnout Payment Deduction.

Examples of First Earnout Payment in a sentence

• If the First Earnout Payment is earned in accordance with clause (A) 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.

• 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 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.

• 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.

More Definitions of First Earnout Payment

First Earnout Payment means the product of (i) seventy-five percent (75%) multiplied by (ii) the Total Q3 Amount.

First Earnout Payment means (i) additional cash consideration of $******, plus (ii) a number of shares of Common Stock equal to (x) $*******, divided by (y) the then applicable Average Price.

First Earnout Payment. See Section 4.7(a) hereof.

First Earnout Payment shall have the meaning assigned to such term in Section 2.07(a)(i).

First Earnout Payment has the meaning ascribed to this term in Schedule 2.1(d);

First Earnout Payment has the meaning set forth in Section 2.06(c). “Fraud” means, with respect to any Person, any common law fraud under the Laws of the State of Delaware with respect to the making by such Person of an express representation or warranty contained in this Agreement or contained in any certificate delivered by such Person pursuant to this Agreement; provided, however, that such common law fraud shall only be deemed to exist if such Person making such representation or warranty had actual knowledge or belief that such representation or warranty was actually breached when made or such representation or warranty was made with reckless indifference to its falsity, and upon which the party to whom such representation and warranty was made reasonably relied to its detriment. “Fundamental Representations” has the meaning set forth in Section 8.01(d). “GAAP” means the generally accepted accounting principles in the United States, consistently applied. “Government Contract” has the meaning set forth in Section 3.28. “Governmental Entity” means any governmental, regulatory, or administrative authority or any court, tribunal, or judicial or arbitral body with competent jurisdiction. “Hazardous Material” means any substance that has been designated by any Environmental Law to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including PCBs, asbestos, petroleum, and urea-formaldehyde and all substances listed as hazardous substances pursuant to CERCLA, or defined as a hazardous waste pursuant to RCRA, and the regulations promulgated pursuant to said Laws. “Holdback Payment” has the meaning set forth in Section 2.06(b).

First Earnout Payment shall have the meaning set forth in Section 4.06(a).