Maximum Earnout definition

Maximum Earnout has the meaning set forth in Section 2(b).
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Maximum Earnout means an amount equal to $22,000,000.
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Maximum Earnout means, with respect to any Earnout, the maximum amount that may (without regard to the likelihood of such an occurrence) become payable under such Earnout.
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Examples of Maximum Earnout in a sentence

  • However, at no time shall the aggregate Earnout Payments exceed the Maximum Earnout Payment.

  • In either case, the Maximum Earnout Payment shall be due and payable at such time it would otherwise be due and payable pursuant to Section 1.7 of the Merger Agreement.

  • If the Company is not paid an aggregate Earnout of one million five hundred thousand dollars (USD $1,500,000) under Earnout #1, then the Earnout #2 Cap will be increased by an amount equal to the unpaid portion of Earnout #1 (i.e., the difference between one million five hundred thousand dollars (USD $1,500,000) and the amount of Earnout #1 that was actually paid by Purchaser to the Company) which will have the effect of increasing the Maximum Earnout #2 Payment.

  • 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.

  • To the extent that any provision of this Section 2.7 would otherwise require Buyer to make an Earnout Payment resulting in Buyer paying Earnout Payments that, in the aggregate, exceed the Maximum Earnout Amount, Buyer shall be entitled to reduce such Earnout Payment such that the Maximum Earnout Amount is not exceeded, and no further Earnout Payment shall be due or payable to the Company Holders thereafter.

  • In the event the 2018 Earnout Target is achieved, then on October 1, 2019, subject to the completion of the audited financial statements of Peachstate for the calendar year ending December 31, 2018, the Company shall issue to the Former Members a fixed amount of 3,000,000 shares of the Company’s Common Stock (the “2018 Maximum Earnout Shares”).

  • For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Maximum Earn-out Payment or Pro-Rata Earn-out Payment (whichever is applicable) are not satisfied, then Buyer would not be obligated to pay the Maximum Earn-out Payment or Pro-Rata Earn-out Payment.

  • In the event the 2019 Earnout Target is achieved, then regardless of whether the 2018 Earnout Target is achieved, within three (3) Business Days following the completion of the audited financial statements of Peachstate for the calendar year ending December 31, 2019, the Company shall issue to the Former Members a fixed amount of 4,000,000 shares of the Company’s Common Stock (the “2019 Maximum Earnout Shares”).

  • However, if the Third Year Achieved Revenue is greater than or equal to the sum of Second Year Achieved Revenue plus the product that results from multiplying Second Year Achieved Revenue by .15, but less than the Third Year Target Revenue, then the Third Earnout Payment shall calculated by multiplying the Maximum Earnout Payment for the Third Year Period by the Third Year Factor.

  • Buyer’s obligation to pay either the Maximum Earn-out Payment or Pro-Rata Earn-out Payment (whichever is applicable) to the Shareholders is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any other conditions precedent except for the conditions precedent specifically related to those Payments.


More Definitions of Maximum Earnout

Maximum Earnout means an amount equal to 10% multiplied by the Average Net Funds Employed.
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Maximum Earnout shall have the meaning given such term in Section 1.3(e)(i).
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Maximum Earnout means those amounts determined according to the occurrence of certain events and the timing thereof, as set forth in the chart, below, and as further described in Section 2.3(g): Successful TVA Renewal1 - 2 Year Term Successful TVA Renewal1 - 1 Year Term No Successful TVA Renewal Maximum Earnout $ 1,400,000 $ 1,600,000 $ 1,800,000 Earnout Multiplier 2.33 2.67 3.00 1 As defined in Section 2.3(g), below.
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Maximum Earnout shall have the meaning set forth in Section 3.3(a)(i).
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Related to Maximum Earnout

  • Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Maximum Cap Rate For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II Mortgage Loans, in each case, weighted on the basis of the outstanding Stated Principal Balances of the related Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Maximum Limit means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and

  • Maximum Put Amount means the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000), or (ii) Two Hundred Fifty percent (250%) of the average of the Dollar Volume for the twenty (20) Trading Days immediately preceding the Put Date.

  • Maximum Daily Limit means the maximum allowable "Daily Concentration" (defined above) when expressed as a concentration (e.g. mg/l), otherwise, it means the maximum allowable "Daily Quantity" as defined above, unless it is expressed as a flow quantity. If expressed as a flow quantity it means "Maximum Daily Flow" as defined in Section 22a-430-3(a) of the RCSA.

  • Maximum Undrawn Amount means with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

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

  • Maximum mass means the maximum mass stated by the vehicle manufacturer to be technically permissible (this mass may be higher than the "permissible maximum mass" laid down by the national administration).

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

  • Maximum Credit Amount means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b).

  • Maximum Swingline Amount means $5,000,000.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Maximum Revolver Amount means $100,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement.

  • Daily Maximum Limit means the maximum allowable discharge of a pollutant during a calendar day. Expressed as units of mass, the daily discharge is cumulative mass discharged over the course of the day. Expressed as a concentration, it is the arithmetic average of all measurements taken that day.

  • Maximum Available Amount means, on any date of determination, an amount equal to the lesser of:

  • Maximum Distributable Amount means any maximum distributable amount relating to the Issuer and/or the Group (if any) which is determined pursuant to Article 141 of the CRD IV Directive (or, as the case may be, any provision of Danish law transposing or implementing Article 141 of the CRD IV Directive), or any successor provision thereto;

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Maximum Benefit means the maximum benefit amount of each of the benefits covered under this Policy as stated in the Schedule of Benefits.

  • Maximum Basic Grant Amount’ has the same meaning as set out in item 1 of Schedule 1 of HESA;

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

  • Aggregate Maximum Credit Amounts at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06.

  • Maximum Stock Loan Rate As provided in Annex A to this Confirmation.