Earnout Covenants. The Purchaser agrees to comply with the following covenants commencing with the Closing Date and ending upon the earlier of (i) April 1, 2003, and (ii) satisfaction of all amounts due and owing under the Earnout Agreement.
Earnout Covenants. (a) Following the Closing and until the expiration of the Earnout Period, Buyer shall, and shall cause its Subsidiaries and other Affiliates and any assignees or successors in interest of any of the foregoing to:
Earnout Covenants. 6.1.1 For the avoidance of doubt, Seller hereby acknowledges and agrees that (a) the right to payment of any Earnout Amount, if any, under Section 2.5 (i) is a contractual right that may not be assigned (including by operation of law or otherwise) or otherwise transferred to any Person without the prior written consent of Purchaser and (ii) is not a security, (b) any Earnout Amount payable under this Agreement is contingent upon the performance of the business of Purchaser (including the Business) following the Closing and, other than for the Guaranteed Payment Amount to the extent provided in this Agreement, there is no guaranteed minimum Earnout Amount hereunder, (c) notwithstanding anything to the contrary contained in this Agreement but subject to the authority of the BM Committee and the PCI Committee to the extent provided in Section 6.3 or Section 6.4, Purchaser and its Affiliates will be free to operate the business of Purchaser (including the Company and its Subsidiaries and the Business) as Purchaser deems appropriate in its sole discretion (including with respect to pricing, business plans, budgets, continuation or non-continuation of products and services or otherwise), and (d) none of Purchaser or any of its Affiliates (including the Company and its Subsidiaries from and after the Closing) shall have any fiduciary duty or other obligation whatsoever to act in any manner in an attempt to maximize any Earnout Amount payable to Seller; provided, however, that without limiting Purchaser’s right pursuant to Sections 6.1.2 below, (i) Purchaser shall not intentionally take any action with the primary purpose of reducing the Earnout Amount and (ii) Purchaser shall use its commercially reasonable efforts to cause the Company to generate revenue from the sale or sublicense of the Products, which efforts shall not require Purchaser or any of its Affiliates to (1) make any capital contributions to the Company, (2) spend any amounts in connection with the Products in excess of the sum of the Start-Up Costs and any revenue from the Products received by the Company or (3) take any actions with respect to the Products that Purchaser and its Affiliates would not take as it relates to its other products, including by prioritizing the sales of the Products over the other products of Purchaser and its Affiliates. Purchaser shall be deemed to have satisfied its obligations to use its commercially reasonable efforts in accordance with this Section 6.1.1 if (1) ...
Earnout Covenants. During the period from the Closing through the end of the Third Earn-Out Period, unless a Change of Control (as defined below) has occurred and the acquiring or surviving Person in such transaction shall not have assumed all of Guarantor’s obligations under this Agreement as provided in Section 2.1(c)(iii) below, Guarantor shall, and shall cause Buyer, the Company and its Subsidiaries to refrain from (A) selling, transferring, assigning or otherwise disposing of material assets or material contracts of the Company or any of its Subsidiaries to any third party, provided, however, that the sale, transfer, assignment or other disposition of aircraft in the ordinary course of business consistent with past practice shall not be deemed to be a breach of this clause (A); (B) intentionally taking any actions intended to (1) reduce, accelerate or delay Company Revenue or (2) avoid payment or reduce the amount of any Earn-Out Consideration; (C) making or permitting any changes to its ownership, capital structure, capitalization or shareholder governance which would cause Guarantor, Buyer or the Company not to be a “Citizen of the United States” as that term is defined in 49 USC § 40102; and (D) entering into or permitting to exist any covenants or restrictions, whether in documents pertaining to Indebtedness or otherwise, that specifically restrict payment of any Earn-Out Consideration or compliance with this Agreement or that are in conflict with the provisions of this Agreement other than as may be required by the Debt Financing.
Earnout Covenants. During the Earnout Covenant Period, Buyer shall operate the Company as a separate profit center, business unit or division which will maintain separate books and records sufficient for the calculation of Revenue and Gross Margin; provided, that Buyer may, at its discretion, move or integrate the finance, information technology and legal functions of the Company that constitute cost centers of Buyer and its Affiliates (including, after the Closing, the Company), and may move or integrate other functions so long as no such move or integration would reasonably be expected to adversely affect Revenue or Gross Margin. During the Earnout Covenant Period, Buyer shall, subject to Section 2.8(e)(vi), ensure that the Company is provided the funds set forth in the Budget. As used herein, “Budget” means the Budget set forth in Section 2.8(e) of the Disclosure Schedule. Without limiting the foregoing, during the Earnout Covenant Period:
Earnout Covenants. Subject to Section 2.6(d), Buyer shall conduct and manage its business (including, with regard to the Company) in good faith and Buyer shall also act in good faith in the best interests of Buyer’s business (including the Company) with regard to any action that it takes or omits to take after the Closing that could be reasonably expected to impede the opportunity of the Holders to be entitled to receive, pursuant to this Section 2.6, the maximum Earnout Amount for each Earnout Period. From and after the Closing, neither Buyer nor its Subsidiaries (including the Company) will have any obligation to conduct their respective businesses
Earnout Covenants. (a) During the Earn-Out Period, Aemetis shall (A) maintain the separate corporate existence of EdenIQ and its subsidiaries and operate such entities as an independent division of Aemetis (the “EdenIQ Division”) and conduct the business of EdenIQ and its subsidiaries exclusively through such EdenIQ Division, (B) maintain separate books and records of the EdenIQ Division, which books and records will be sufficient to calculate Free Cash Flow, and (C) provide Cameron Cast or any of his successors (the “EdenIQ Manager”) with general authority for the operation of the EdenIQ Division and primary responsibility for day-to-day operations of the EdenIQ Division, including decision making authority over branding matters, personnel, facilities and pricing (including discounts). The EdenIQ Manager shall report directly to the Chief Executive Officer of Aemetis. For purposes of this Section 7.3(a) “EdenIQ Manager” shall be any of the individuals listed on Exhibit B, provided however, that such individual shall only be eligible to become an EdenIQ Manager if (i) Cameron Cast is no longer the EdenIQ Manager, and (ii) such individual is an employee, consultant, officer or manager solely of the EdenIQ Division.
Earnout Covenants. (i) Subject to the terms of this Agreement, subsequent to the Closing, Acquirer shall have sole discretion with regard to all matters relating to the operation of the Surviving Corporation; provided, that from Closing through (and including) December 31, 2020, Acquirer agrees to (i) conduct the business of Acquirer (and its Subsidiaries, including the Surviving Corporation) in good faith with respect to the achievement of the Earnout Consideration and (ii) not to take any action with the intent or purpose of avoiding or reducing the Earnout Consideration.
Earnout Covenants. (a) The parties hereto agree that, for the benefit of the Equityholders, Parent (including any of its subsidiaries and affiliates) and the Surviving Corporation shall, during the Earn Out Period:
Earnout Covenants
