Earnout Definitions. The following capitalized terms shall have the meanings set forth below:
Earnout Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (i) “Budget Schedule” shall have the meaning set forth in Schedule 1.2(a)(i) contemplating the resources to be made available to the Business following the Closing during the Earnout Period. (ii) “Cause” shall mean (i) any act of personal dishonesty taken by the Key Employee in connection with his or her responsibilities as an employee of Parent or any of its Subsidiaries (including the Company) which is intended to result in substantial personal enrichment of the Key Employee, (ii) the Key Employee’s conviction of, or plea of nolo contendere to, a felony which materially xxxxx the business or reputation of Parent or any of its Subsidiaries (including the Company), (iii) the Key Employee’s gross misconduct, (iv) the Key Employee’s material breach of any confidentiality agreement or invention assignment agreement between the Key Employee and Parent or any of its Subsidiaries (including the Company), or (v) the Key Employee’s continued and willful failure to perform his or her employment duties (except by reason of disability) after the Key Employee has received a written demand of performance from Parent or any of its Subsidiaries (including the Company), as applicable, which specifically sets forth the factual basis for Parent’s or any of its Subsidiaries’ (including the Company) belief that the Key Employee has not substantially performed his or her duties and has failed to cure such non-performance to Parent’s or any of its Subsidiaries’ (including the Company) satisfaction within fifteen (15) business days after receiving such notice. (iii) “Earnout Amount” shall mean either the First Earnout Amount or the Second Earnout Amount, as applicable. (iv) “Earnout Cash Consideration” shall mean either the First Earnout Cash Consideration or Second Earnout Cash Consideration, as applicable. (v) “Earnout Business” shall have the meaning set forth in Schedule 1.2(a)(v). (vi) “Earnout Default Event” shall have the meaning set forth in Schedule 1.2(a)(vi). (vii) “Earnout Period” shall mean either the First Earnout Period or the Second Earnout Period, as applicable. (viii) “Earnout Stock Consideration” shall mean either the First Earnout Stock Consideration or Second Earnout Stock Consideration, as applicable.
Earnout Definitions. (i) A "BONA-FIDE SUBSCRIBER" to a Company Music Service means each subscriber to such Company Music Service who: (A) has actually paid the applicable subscription fee, and (B) has not requested and received a refund of such subscription fee for any reason within thirty (30) days following the end of the payment period for which such subscription fee was paid. A subscriber to any of Parent's existing subscription services, including, without limitation, Parent's existing SuperPass or RadioPass subscription services, shall not be counted as a Bona-Fide Subscriber to a Company Music Service; provided, however, if the technology of the Company acquired by Parent in the Mergers is used in connection with Parent's RadioPass subscription service, a new subscriber to RadioPass added after such time shall (if such subscriber meets the criteria in clauses (A) and (B) above) be counted as a Bona-Fide Subscriber. For purposes of clarity, the technology of the Company shall not be deemed to be used in connection with Parent's RadioPass subscription service solely by virtue of the fact that such service is programmed by the Company or the Company provides search engine results for such service.
Earnout Definitions. For purposes of this Section 1.6, “2016 Revenues” means, the revenues of Seller for the period commencing on January 1, 2016 and ending on the day preceding the Closing Date plus the revenues of Purchaser for the period commencing on the Closing Date and ending on December 31, 2016, in each case determined in accordance with GAAP, to the extent such revenues are generated with gross profit margins consistent with past practices of Seller, provided that any revenues generated at a lower gross profit margin shall be included in the calculation of 2016 Revenues if derived from a customer with the written approval of the Purchaser’s or Parent’s chief financial officer (or other senior management, excluding Xxxxxxx, Xxxxxxxxxxx and Specified Employees).
