Additional Earnout Amount definition

Additional Earnout Amount means the amount paid to Sellers for each Measurement Year, being $60,000 for the first Measurement Year, and $90,000 for the second Measurement Year.
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Additional Earnout Amount has the meaning specified in Section 2.8.
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Additional Earnout Amount has the meaning specified in Section 7.9(a) hereof.
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Examples of Additional Earnout Amount in a sentence

  • Notwithstanding anything to the contrary in Schedule 2.4(b), the Additional Earnout Amount shall be paid to Seller within thirty (30) days following such fifteen (15) month anniversary of the Closing Date.

  • If at any time prior to the second anniversary of the Closing Date, Parent sells all or substantially all of the assets used by the Company, or the Company undergoes a Change of Control (as defined below), Parent shall, no later than thirty (30) days following any such sale or Change of Control, pay to Sellers the Additional Earnout Amount for each remaining Measurement Year whether or not the Target Revenue has been achieved.

  • Subject to Section 12.2(d), if the payment of Third Earnout Amount or Adjusted Third Earnout Amount is made pursuant to Section 2.5(a)(iii) above and if the cumulative Net Revenue of the Earnout Period exceeds $30,885,000, within ninety (90) days following the Third Earnout Date, Acquiror shall pay the members of the Management Pool the Additional Earnout Amount pursuant to the terms and conditions set forth on Annex B hereto.

  • Notwithstanding anything to the contrary in Schedule 2.4(b), the Earnout Credit shall be deducted first from any Additional Earnout Amount and then from succeeding earnout payments to be made by Buyer to Seller until the aggregate amount of the Earnout Credit has been applied in full.

  • The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 shall terminate as to Investors and be of no further force or effect immediately prior to the consummation of the sale of shares of Common Stock when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act or upon a Deemed Liquidation Event, as such term is defined in the Charter, whichever event shall first occur.

  • It is understood among the Parties that any additional tax liability (the “Additional Tax Liability”) incurred by PLM as a result of and upon payment of the Additional Earnout Amount will be deducted from the amount due to Aimia upon payment of the Additional Earnout Amount.


More Definitions of Additional Earnout Amount

Additional Earnout Amount has the meaning set forth in Section 2.3(a)(iii);
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Additional Earnout Amount means $4,000,000.
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Related to Additional Earnout Amount

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

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

  • Additional Payment is as defined in Section 6 of the Agreement.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Earnout Payments has the meaning specified in Section 2.7.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Tax Amount has the meaning set forth in Section 4.01(b)(i).

  • Payment Amount has the meaning specified in Section 6.1.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Accrual Distribution Amount With respect to any Distribution Date on or prior to the Accretion Termination Date, an amount equal to the amount of the Accrued Certificate Interest on the Accrual Certificates that is added to the Certificate Principal Balance thereof on such Distribution Date pursuant to Section 4.02(h).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Delta Payment means as it is described in this Agreement.

  • Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for such Distribution Date.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Group I Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Group I Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group I Allocation Percentage.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.