Earn-Out definition

Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

Earn-Out has the meaning set forth in Section 3.1(c).

Earn-Out means, with respect to any Person, any payment that may be required to be made by such Person in connection with an Acquisition, where the obligation of such Person to make such payment (or the amount thereof) is contingent upon the financial or other performance of the Person or asset acquired. The amount of any Earn-out shall equal the anticipated amount thereof as reasonably determined in good faith by the Company.

Examples of Earn-Out in a sentence

• Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, (2) allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived assets, (5) stock-based compensation, and(6) fair value measurements, including the fair value of the contingent liability related to the Earn-Out Shares (as defined below) as further discussed in Note 8 “Fair Value Measurements” and Note 12 “Earn-Out Shares”.

• The final criticism of the claimants’ disclosure upheld by the judge concerned the withholding of the final instalment of the first Earn-Out Payment.

• As of the Amendment Date and subject only to full receipt of payment as set forth above, each of the payees hereby agree and acknowledge that all Earn-Out obligations of Intellinetics, Inc.

• Thus, under the terms of the Earn-Out Award Agreement, Plaintiff was ineligible for the Earn-Out Award and cannot recover any portion thereof under the Wage Payment Law.

• The fair value of the Earn-Out Shares was approximately $0.02 (Trigger 1) and approximately $0.01 (Trigger 2) per share as of December 31, 2022.As of September 30, 2023, the stockholders and option holders were estimated to receive approximately 11,518,891 and 981,109 Earn-Out Shares, respectively.

More Definitions of Earn-Out

Earn-Out means, with respect to an acquisition of any assets or property by the Borrower or any of its Subsidiaries constituting an acquisition of all or substantially all of the assets of, or any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Equity Interests of any Person, that portion of the purchase consideration therefor and that portion of all other payments and liabilities (whether payable in cash or by exchange of Equity Interests or of any property or otherwise), directly or indirectly, payable by any Loan Party in exchange for, or as part of, or in connection with, such acquisition that is deferred for payment to a future time after the consummation of such acquisition, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business but excluding any working capital or purchase price adjustments.

Earn-Out has the meaning set forth in Section 2.2(c)(i) hereof.

Earn-Out has the meaning set forth in Section 2.2.4 below.

Earn-Out means the earn-out portion of the Purchase Price as determined pursuant to Section 2.3 of this Agreement.

Earn-Out has the meaning specified in Section 4.03.

Earn-Out has the meaning set forth in the Recitals of this Agreement.

Earn-Out has the meaning given to it in the Earn-Out Agreement.