Second Earn-Out definition
Examples of Second Earn-Out in a sentence
In addition to the Second BPZ Earn-Out Shares, the BPZ Shareholders shall be entitled to receive with respect to the Second BPZ Earn-Out Shares, the amount of any dividends or other distributions (net of any applicable tax withholdings) having a record date after the Second Earn-Out Achievement Date, payable in respect of such shares of Navidec Common Stock.
In the event that the 2011 Earn-out EBITDA is less than the Second Target but greater than $32,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the Second Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $32,000,000 divided by $13,000,000.
In the event that the Second Earn-Out Target Release Notice is not delivered on or prior to the Second Target Expiration Date, then the Escrow Agent shall automatically disburse and release the Second Level Earn-Out Shares (and any applicable stock power) to Holdco for cancellation.
The Escrow Agent shall disburse and release to Sponsor all Second Level Earn-Out Shares (and any applicable stock power), upon receipt of written notice executed by Sponsor (with evidence a copy of such written notice shall have been delivered to Holdco), in form reasonably acceptable to the Escrow Agent, certifying the achievement of the Second Earn-Out Target (the “Second Earn-Out Target Release Notice”).
For purposes of this Agreement, each of the First Earn-Out Period, Second Earn-Out Period and Third Earn-Out Period shall sometimes be referred to as an “Earn-Out Period”, and each of the First Contingent Earn-Out Payment, Second Contingent Earn-Out Payment and Third Contingent Earn-Out Payment shall sometimes be referred to as an “Earn-Out Amount”.