Total Earnout Amount definition

Total Earnout Amount means two million five hundred thousand dollars ($2,500,000).
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Total Earnout Amount means the Revenues Earnout Amount, minus any setoffs provided for in ‎Article VII.
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Total Earnout Amount shall have the meaning set forth in the Merger Agreement.
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Examples of Total Earnout Amount in a sentence

  • Each of Endeavour Investments, LLC and its owners has been advised that any shares of common stock of Buyer Parent that it may receive hereunder in respect of the Total Earnout Amount has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available.

  • Notwithstanding the foregoing, any unpaid portion of the Total Earnout Amount shall become immediately due and payable if the First Required Approval has been obtained and either (A) Buyer terminates the Management Services Agreement for any reason other than Article V(b)(1), (b)(2) or (b)(3) thereof or (B) the Parties terminate the Management Services Agreement by mutual agreement.

  • The Total Earn-out Amount paid to Seller shall not exceed $1,000,000 (the “Earn-out Cap”).

  • So long as the Buyer shall have paid an aggregate amount equal to such Total Earnout Amount, the Buyer shall have no liability to any Person for any errors or omissions by the Company in the preparation of the Allocation Spreadsheet.


More Definitions of Total Earnout Amount

Total Earnout Amount means Seven Hundred Fifty Thousand Dollars ($750,000).
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Total Earnout Amount means the sum of the First Earnout Amount and the Second Earnout Amount.
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Related to Total Earnout Amount

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

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

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

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Total Available Amount With respect to any Distribution Date, the sum of the Available Interest and the Available Principal for such Distribution Date and the amount of all cash or other immediately available funds on deposit in the Reserve Account immediately prior to such Distribution Date.

  • 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.

  • 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.

  • Net Amount means the Distribution Amount less the sum of all quarterly payments received by the COP Swap Counterparties under the COP Swap Collateral Agreement in respect of amounts owed under the COP Swap Agreements since January 1, 2014.

  • Minimum Cash Balance means a cash balance to be held by the Debtors on the Effective Date in an amount equal to $75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Effective Date.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.