Earnout Protection Sample Clauses

Earnout Protection. (a) Until 31 December, 2009, Buyer agrees that it shall not take any action or omit to take any action with the principal purpose of minimizing the Earnout Payment. In furtherance thereof, Buyer agrees that during such period neither it nor any entity within the Buyer's Group will (i) take any action or omit to take any action that is inconsistent with the maintenance of the Company and its Subsidiaries and their businesses as an independent operation for the principal purpose of minimizing the Earnout Payment; (ii) maintain the books and records of the business of the Company and its Subsidiaries on an independent basis to enable Earnout Payment to be calculated in relation thereto (iii) enter into any transaction with the Company and its Subsidiaries other than on normal arm's length commercial terms, (iv) make any monetary transfers or loans or procure the payment of any service or management charges or other payments by the Company and its Subsidiaries to the Buyer or any member of the Buyer's Group other than in respect of charges at a fair commercial rate for services rendered by the Buyer or the relevant member of the Buyer's Group, (v) change the type of business of the Company and its Subsidiaries in any material way, provided, however, that in connection therewith, each Management Shareholder hereby agrees that it shall cooperate with Buyer and the Buyer Group on opportunities to use the platform of the Company and its Subsidiaries to implement strategies of the Buyer and the Buyer Group to the extent those strategies are not directly adverse to the interests of the Management Shareholders; or (vi) procure the termination of the Employment Letters of any of the Management Shareholders other than for Cause (as defined in the Shareholders Agreement).
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Earnout Protection. Buyer shall use commercially reasonable efforts to timely meet the sales and revenue thresholds to maximize the Earnout Payments, and Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing any of the Earnout Payments.
Sample 1

Related to Earnout Protection

  • Whistle Blowing Protection The Employer agrees to adhere to the whistle blowing protection pursuant to the Long-Term Care Homes Act (LTCHA).

  • Eye Protection Approved eye protection shall be supplied to individual prescription to all employees who normally wear glasses and are required to wear eye protection for an appreciable amount of time in the performance of their duties.

  • Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position:

  • Meadow Protection Reasonable care shall be taken to avoid damage to the cover, soil, and wa- ter in xxxxxxx shown on Sale Area Map. Vehicular or skidding equipment shall not be used on xxxxxxx, ex- cept where roads, landings, and tractor roads are ap- proved under B5.1 or B6.422. Unless otherwise agreed, trees felled into xxxxxxx shall be removed by endlining. Resulting logging slash shall be removed where neces- sary to protect cover, soil, and water.

  • Staff Protection A. The District shall protect certificated employees acting within the scope of their employment by purchasing liability insurance in the amount of at least five million dollars ($5,000,000) per occurrence, and the District shall include the certificated employees as named insured under the liability insurance and errors and omissions policy of the school district.

  • Lien Protection Lessee shall pay when due all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than ten (10) days' notice prior to the commencement of any work in, on, or about the Premises, and Lessor shall have the right to post notices of non-responsibility in or on the Premises as provided by law. If Lessee shall, in good faith, contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense, defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Premises. If Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to one and one-half times the amount of such contested lien claim or demand, indemnifying Lessor against liability for the same, as required by law for the holding of the Premises free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's attorneys' fees and costs in participating in such action if Lessor shall decide it is to its best interest to do so.

  • OVERDRAFT PROTECTION To the extent permitted by law, You authorize Us to transfer funds from other Accounts You may have with Us in necessary multiples (or in such increments as We may from time to time determine) to Your Account to cover any overdraft. If You have a line of credit with Us, transfers will be made first from Your primary share Account, provided You have enough available funds in that Account, then from Your line of credit up to Your available credit limit, and then We may elect to pay such overdraft, subject to any preference You have indicated to Us for clearing any overdraft(s). Overdraft transfers are subject to a transfer fee. You hold Us harmless from any and all liability which might otherwise exist if a transfer does not occur.

  • STUDENT DISCIPLINE AND TEACHER PROTECTION A. The Board recognizes its responsibility to give all support and assistance to teachers with respect to the maintenance of control and discipline in the classroom. Whenever it appears to the teacher and a representative of the Board that a particular pupil requires the attention of special counselors, social workers, law enforcement personnel, physicians or other professional persons the Board will take steps to relieve the teacher of responsibilities with respect to such pupil.

  • Virus Protection The Bank is not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your programs, files, and your hardware.

  • Anti-Dilution Protection For so long as there remains any amount due and owing under this Note (the “AntiDilution Period”), the Commitment Shares issued to the Buyer hereunder shall have the anti-dilution rights (the “Anti-Dilution Rights”) described in this paragraph, such that the Company would be required to issue, from time to time, True-up Shares (defined below) to the Buyer. The Anti-Dilution Rights are based on the percentage that the Commitment Shares bear to 199,885,350 shares (the “4.99% Share Amount”) (199,885,350 shares is 4.99% of 4,005,718,437 currently outstanding shares of Company common stock). The 9,194,726 Commitment Shares represent 4.60% of the 4.99% Share Amount (9,194,726 ÷ 199,885,350 = 4.60%).

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