The Earn definition

The Earn. Out Amount shall be payable as follows:
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The Earn. Out Amount (as defined in Section 2.3(d) below) shall be determined on the basis of the 2008 EBITDA of the Acquired Companies on a combined basis, calculated in accordance with Section 2.3(b) below, for the full 2008 fiscal year of the Acquired Companies ending on or about December 31, 2008 (the "Earn-Out Period").
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The Earn. Out Payments shall be payable with respect to each calendar year, or portion thereof, from the date of this Agreement until December 31, 2005 (each, an "Earn-Out Period"). The initial Earn-Out Period shall commence on the date immediately following the Closing Date and end on December 31, 2001. The final Earn-Out Period shall end on December 31, 2005. The amount of the Earn-Out Payment for any Earn-Out Period shall be equal to ten percent (10%) of the amount by which EBIT exceeds Target EBIT for such Earn-Out Period.
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Examples of The Earn in a sentence

  • The Earn Out will be computed by the Company and confirmed by its accountants in the quarter following the full calendar year following the Closing.

  • The Earn Out will be paid to the Members in shares of Common Stock valued at the lesser of (i) the IPO Price and (ii) the trailing 20 day VWAP for the Common Stock on the Trading Market as reported by Bloomberg, L.P. as of the date Buyer reports its quarterly report on Form 10-Q for the quarter following the full calendar year following the Closing.

  • The Earn Out Number for any PSUs entitled to Additional Equity Vesting pursuant to this Section 5(d)(ii) for which the Performance Year has not been completed shall be determined after the end of the Performance Year based on actual performance for the full Performance Year.

  • The Earn Out will be paid to the Seller in shares of Common Stock valued at the lesser of (i) the IPO Price and (ii) the trailing 20 day VWAP for the Common Stock on the Trading Market as reported by Bloomberg, L.P. as of the date Buyer reports its quarterly report on Form 10-Q for the quarter following the full calendar year following the Closing.

  • The Earn Out Representative shall have no liability (whether direct or indirect, in contract or tort or otherwise) to any Earn Out Seller or any other party to this Agreement in connection with the performance of his function as Earn Out Representative except for liability for any costs, expenses, losses, claims, damages, liabilities or expenses that are incurred by any Earn Out Seller as a result of the fraud or dishonesty of the Earn Out Representative.

  • The Earn Out Payment under Section 3.1 (ill) above shall not be included in any match of the Highest Competing Bid by Buyer.

  • The Earn Out Bonus to Executive will be calculated following the close of each calendar fiscal year based on the annual EBITDA of Digital for the immediately preceding calendar fiscal year (determined in accordance with GAAP), and shall be payable for the Term of the Agreement.

  • The Earn Out Sum and the Consideration shall then be adjusted accordingly.

  • The Earn Out shall be calculated and paid to the Sellers no later than sixty (60) days after the end of a given Earn Out Period and shall be paid by wire transfer to or at the direction of Sellers.

  • The Earn Out Payment shall be determined and calculated in accordance with GAAP.

Related to The Earn

  • Eligible Earnings means the Grantee's base salary (prior to any deferrals under a cash or deferred compensation plan sponsored by the Corporation or an Affiliate) paid during the Plan Year. From time to time the Plan Administrator may, in its sole discretion, establish rules for determining the amounts of Eligible Earnings for employees who become Grantees other than on the first day of a Plan Year as well as any reduction of Eligible Earnings as a result of paid leave of absences.

  • Annual Earnings means your gross annual income from your Employer, not including shift differential, in effect just prior to the date of loss. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.

  • Average Compensation means the average of your W-2 wages from the Company for the five (5) calendar years completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in Average Compensation.

  • Annual Compensation means the wages paid to the member during covered employment within the meaning of Section 3401(a) of the Internal Revenue Code, but determined without regard to any rules that limit the remuneration included in wages based upon the nature or location of employment or services performed during the plan year plus amounts excluded under Section 414(h)(2) of the Internal Revenue Code and less reimbursements or other expense allowances, cash, or noncash fringe benefits or both, deferred compensation, and welfare benefits. Annual compensation for determining benefits during any determination period may not exceed the maximum compensation allowed as adjusted for cost of living in accordance with §5-10D-7 of this code and Section 401(a)(17) of the Internal Revenue Code.

  • Final Average Earnings means the earnings used to determine benefits under this Plan as further described in Article 7.