Seller Earn Out definition

Seller Earn Out shall have the meaning set forth in Section 3.2.4(a).
Sample 1
Seller Earn Out means any obligation incurred by F.Y.I. or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by F.Y.I. for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired, excluding any noncompete payments in excess of 15% of the purchase price and excluding performance-based payments which are greater than 750% of the earnings or cash flow on which they are based and (ii) provides that the maximum potential liability of F.Y.I. or any Subsidiary with respect thereto is limited.
Sample 1
Seller Earn Out means “Earnout Payment Agreement” as defined in the Bobcat Transaction Agreement.
Sample 1

Examples of Seller Earn Out in a sentence

  • Holders of the Seller Earn Out are entitled to the voting and dividend rights generally granted to holders of TopCo Ordinary Shares.

  • Excludes 38,330,000 Seller Earn Out Shares that are subject to certain transfer, vesting and buyback restrictions.

  • These relative percentages do not include Seller Earn Out Shares (as defined below), Sponsor Earn Out Shares (as defined below), shares resulting from the SEPA (the “Yorkville Shares”) or the shares underlying the TopCo Warrants, and assume that (i) none of OACB’s existing Public Shareholders exercise their redemption rights, and(ii) no additional equity securities of OACB are issued at or prior to Closing.

  • Notwithstanding the foregoing, if at the end of the Earn Out Period, Buyer has paid Seller Earn Out Payments totaling less than $3,000,000, in the aggregate, then Buyer shall pay Seller a “true-up” payment equal to the difference between $3,000,000 and the aggregate of the Earn Out Payments previously paid to Seller.

  • The holders of the Sponsor Earn Out Shares and Seller Earn Out Shares are entitled to the same voting and dividend rights generally granted to holders of TopCo Ordinary Shares.

  • Therefore, the Sponsor Earn Out Shares and Seller Earn Out Shares are determined to be participating securities at issuance, and are included in the calculation of pro forma loss per share for the year ended December 31, 2021.

  • Pay in cash, or allow any other Covered Person to pay in cash, any amount on the Seller Earn Out prior to October 31, 2008 and thereafter only if there is no Default or Event of Default then existing and no Default or Event of Default will occur or is reasonably likely to occur from the making of any such payment.

  • To the extent such guaranteed payments exceed the amount which would have been paid under the schedule above based on Buyer's actual collections during the first two quarters, Buyer will receive a credit against its remaining payments under the Seller Earn Out in order of maturity.

  • The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of OACB’s redeemable shares: (1) Holders of the Seller Earn Out and Sponsor Earn Out Shares are entitled to the voting and dividend rights generally granted to holders of TopCo Ordinary Shares.

  • One half of the Seller Earn Out Shares will vest if, at any time during the five years following the closing of the Business Table of Contents Combination, the TopCo Ordinary Share price is at or above a volume weighted average price (“VWAP”) of $15.00 per share for any ten trading days within any twenty trading day period, with the other half vesting at a VWAP of $20.00 per share for any ten trading days within any twenty trading day period.


More Definitions of Seller Earn Out

Seller Earn Out means any obligation incurred by SOURCECORP or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by SOURCECORP for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired and (ii) provides that the maximum potential liability of SOURCECORP or any Subsidiary with respect thereto is limited.
Sample 1
Seller Earn Out means any obligation incurred by a Borrower in connection with an Acquisition so long as such obligation either (a) is approved in writing by the Agent and the Required Lenders as being Seller Earn Out or (b) meets the following requirements: (i) is only payable by the Borrower for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired, excluding any noncompete payments in excess of 15% of the purchase price and excluding performance-based payments which are greater than 750% of the earnings or cash flow on which they are based and (ii) provides that the maximum potential liability of the Borrower with respect thereto is limited.
Sample 1
Seller Earn Out means any obligation incurred by F.Y.I. or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by F.Y.I. for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired and (ii) provides that the maximum potential liability of F.Y.I. or any Subsidiary with respect thereto is limited.
Sample 1

Related to Seller Earn Out

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Seller Remittance Amount With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Benefit Amount shall have the meaning set forth in Section 20.12 hereof.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • 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.