Certain other Matters Relating to the Earnout Payment and the Upside Payment Sample Clauses

Certain other Matters Relating to the Earnout Payment and the Upside Payment. (a) If, prior to the end of the Second Earnout Period, the Parent, directly or indirectly, acquires (by way of merger, consolidation, purchase of assets, capital stock or other equity interests or other similar transaction), other than purchases of assets in the ordinary course of business, in one transaction or series of related transactions, all or substantially all of the capital stock or other equity interests of any Person or all or substantially all of the assets that constitute a business or division of any Person, the financial results of which are included within the financial results of the Surviving Corporation or its Subsidiaries (each such person an “Acquired Person”), then the Earnout Payment and the Upside Payment shall be calculated without giving effect to the results of operations attributable to such acquisition; provided, however, that if the Acquired Person is a Competing Business (as defined below), or Parent or its Subsidiaries other than the Surviving Corporation and its Subsidiaries internally commences operating a Competing Business then the provisions of clause (h) of the definition of Actual Earnout Revenue Amount shall apply. “
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Related to Certain other Matters Relating to the Earnout Payment and the Upside Payment

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