Qualified MWs definition
Examples of Qualified MWs in a sentence
If the Surviving Company achieves the Qualified MWs as calculated pursuant to Schedule 1.12 (the “Earnout Calculation Schedule”), then Parent shall pay to the Unitholders the amount of consideration set forth on and in accordance with the Earnout Calculation Schedule (the “Earnout Consideration”).
Section 5.10 and Schedule 5.10 set forth certain covenants with respect to the operation of the Surviving Company during the Earnout Period and certain methodologies to be followed in determining whether the Qualified MWs have been achieved and whether the Earnout Consideration, if any, will be payable to Unitholders in accordance with this Agreement.
If the Surviving Company achieves the Qualified MWs as calculated pursuant to Schedule 1.12 (the “Earnout Calculation Schedule”), then Parent shall pay to the Unitholders (other than the Blocker Owners, which Blocker Owners shall be paid on account of the sale of their Blocker Interests pursuant to the Blocker Purchase Agreements) and/or the Cashout UAR Holders, as applicable, the amount of consideration set forth on and in accordance with the Earnout Calculation Schedule (the “Earnout Consideration”).