Earnout Milestones definition

Earnout Milestones have the meaning provided on Exhibit B, attached hereto.
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Earnout Milestones has the meaning given to them in Section 2.5.
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Earnout Milestones. The 2007 Earnout and the 2008 Earnout (each, an “Earnout”) will be determined and payable based on achievement by the Company of certain milestones, as follows: Year* Gross Revenue Milestone Net Income Before Tax Milestone Benchmark Amount 2007 $ 16,500,000 $ 3,000,000 $ 10,150,000 2008 $ 21,000,000 $ 4,250,000 72,540 LT Shares ** * References herein to “2007” means the 12 months following the Closing Date, and references herein to “2008” means the succeeding 12 month period. ** 36,270 times 2.
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Examples of Earnout Milestones in a sentence

  • Notwithstanding the foregoing, Company shall not, and shall cause its Subsidiaries not to, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones.

  • Additionally, after the Closing, subject to the terms and conditions set forth in this Agreement, the Company Holder Participants shall have the contingent right to receive Earnout Shares from Pubco as additional consideration if the applicable Earnout Milestones as set forth in Section 1.10 are satisfied.

  • Martinson and Ezra Ernst (the “Purchase Agreement”) and (ii) up to 4,143,647 additional shares of Common Stock that may be issued as Earn-out Payments (as defined in the Purchase Agreement) if all Earn-out Milestones (as defined in the Purchase Agreement) are achieved.

  • In addition to the Closing Purchase Price, if the earnout performance milestones (each an "Earnout Milestone" and collectively the "Earnout Milestones") set forth below in Section 1.6(b) are satisfied, Seller shall receive, subject to the terms and conditions of this Agreement, additional consideration (the "Earnout Consideration") as set forth below in Section 1.6(b).

  • If the Earnout Milestones described below are achieved, then Seller and the Shareholders will receive additional consideration at such times and on the terms set forth below.

  • Notwithstanding the foregoing, Pubco shall not, and shall cause its Subsidiaries not to, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones.

  • As part of the Purchase Price owed by the Purchaser pursuant to Section 4.1 of the SPA and subject to and in accordance with the terms and conditions of Section 4.5 of the SPA including the achievement of the Earn-out Milestones set forth therein, the Sellers shall be entitled to a certain number of HSKA Shares listed on the NASDAQ Stock Exchange (the “ Earn-out Shares”).

  • If the Stockholder Representative disagrees as to whether or to what extent the Company has achieved the Earnout Milestones, the Stockholder Representative will give written notice (a "Dispute Notice") to Buyer with a reasonable description of the basis for such disagreement within fifteen (15) days of Stockholder Representative's receipt of the Milestone Notice regarding the Earnout Milestones.

  • For the avoidance of doubt, the target number of Units shown above assumes that (i) each of the Earnout Milestones is achieved, and (ii) the “Adjusted Fully Diluted Number” as defined under the Merger Agreement as of the end of each Earnout Period is the same as the “Fully Diluted Number,” as defined under the Merger Agreement.

  • The second full paragraph of Section 6 of the Letter Agreement is hereby deleted and replaced with the following: “For the avoidance of doubt, in the event the Company meets at the same measurement period the Price Earnout Milestones for the Second Level Contingent Sponsor Share Consideration and the First Level Contingent Sponsor Share Consideration, then the issuance will also include the First Level Contingent Sponsor Share Consideration.


More Definitions of Earnout Milestones

Earnout Milestones means, collectively, Earnout Milestone 1, Earnout Milestone 2 and Earnout Milestone 3.
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Related to Earnout Milestones

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • Project Milestones means the project milestones set forth in Schedule-G;

  • Milestone 2 means achievement of annual Net Sales of at least $35,000,000 during any Calendar Year ending on or before December 31, 2024.

  • Project Milestone means the project milestone set forth in Schedule-J;

  • Milestone Date means the date set against the relevant Milestone in the Implementation Plan;

  • Development Milestone Payment shall have the meaning set forth in Section 9.2(a).

  • Milestones means control points in the project that help to chart progress. Milestones may correspond to the completion of a key deliverable, allowing the next phase of the work to begin. They may also be needed at intermediary points so that, if problems have arisen, corrective measures can be taken. A milestone may be a critical decision point in the project where, for example, the consortium must decide which of several technologies to adopt for further development.

  • Milestone 1 means achievement of annual Net Sales of at least $20,000,000 during the Calendar Year ending on December 31, 2021.

  • Development Milestone Event shall have the meaning set forth in Section 9.2(a).

  • Milestone means an event or task described in the Implementation Plan which must be completed by the corresponding date set out in such plan;

  • Milestone Dates means the dates for completion of specified Project activities as contained in the Project Schedule.

  • Sales Milestone Payment has the meaning set forth in Section 8.3.1.

  • Milestone Events has the meaning set forth in Section 3.3 (Milestone Payments).

  • Milestone Schedule means Seller’s milestone schedule, the form of which is attached to this Agreement as Exhibit Q.

  • Milestone Event has the meaning set forth in Section 8.4.

  • EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").

  • Milestone Payment means a payment identified in the Implementation Plan to be made following the issue of a Satisfaction Certificate in respect of Achievement of the relevant Milestone;

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

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

  • Performance Targets means the specific objective goal or goals (which may be cumulative and/or alternative) that are timely set in writing by the Committee for each Executive for the Performance Period in respect of any one or more of the Business Criteria.

  • Performance Target means the level of performance expected of the HSP in respect of a Performance Indicator or a Service Volume; “person or entity” includes any individual and any corporation, partnership, firm, joint venture or other single or collective form of organization under which business may be conducted;

  • Targets means pre-agreed values to be achieved at the end of the period in relation to the result indicators included under a specific objective;

  • Milestone Payment Date has the meaning set forth in Section 2.4(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Milestone Payments has the meaning set forth in Section 4.2.