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.

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Earn-Out has the meaning specified in Section 3.03.

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

Seller acknowledges and agrees that ▇▇▇▇▇ may make from time to time such business decisions as it deems appropriate, in its sole discretion, in the conduct of the business of Buyer and its Subsidiaries, including actions that may have an impact on Buyer's Gross Profit and/or the Earn-Out Consideration.
The Parties acknowledge that this Agreement, together with the Management & Earn-Out Agreement (including Schedule A – Management Committee Addendum) and the other definitive agreements executed concurrently herewith, collectively constitute the unified contractual framework through which Newco exercises strategic and operational control over OIC.
The representations and warranties set forth in paragraph 2 of Part B of Schedule 1 shall be deemed repeated by the Buyer immediately prior to payment of each Earn-Out Payment (if applicable) as if made on and as of such date.
Completion Pre-Funded Warrants and Earn-Out Payments when issued to the Seller or the Designated Entity (as the case may be) will be duly and validly authorised and issued, credited as fully paid and free and clear of all Encumbrances, subject only to restrictions on transfer provided for in the constitutional or governing document of the Buyer or under U.S. securities laws.

More Definitions of Earn-Out

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

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 2.2.4 below.

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

Earn-Out shall have the meaning given to such term in Section 2.2.2.2 herein.

Earn-Out has the meaning set forth in the Recitals.

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