Earn Up Agreement definition

Earn Up Agreement means the Earn Up Agreement, dated as of the date hereof, between the Company and the Holder.
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Earn Up Agreement means the Earn Up Agreement dated as of May 6, 1997 between the Company and Forseti Investments Ltd.
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Earn Up Agreement means the Earn Up Agreement to be entered into between the Company and Stockholder substantially in the form of Exhibit C to this Agreement.
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Examples of Earn Up Agreement in a sentence

  • The Company shall be obligated to pay Forseti under this Agreement only to the extent that the Company has received a like amount as payment from JEDI under the JEDI Earn Up Agreement.

  • Notwithstanding anything to the contrary in this Agreement, if a Dispute involves the determination of Price, the Price, as determined by arbitration under this Section 5, shall not (i) (a) exceed the higher or Price1 and Price2, or (b) be lower than the lower of Price1 and Price2, or (ii) exceed the Price as determined under the Forseti Earn Up Agreement, including a Price as determined by arbitration under the provisions of the Forseti Earn Up Agreement.

  • Notwithstanding anything to the contrary in this Agreement, if a Dispute involves the determination of Price, the Price, as determined by arbitration under this Section 5, shall not (i) (a) exceed the higher or Price(1) and Price(2), or (b) be lower than the lower of Price(1) and Price(2), or (ii) exceed the Price as determined under the Forseti Earn Up Agreement, including a Price as determined by arbitration under the provisions of the Forseti Earn Up Agreement.

  • The Company has full right, power (corporate and other) and authority to enter into this Agreement, the Escrow Agreement, the Earn Up Agreement, and the Warrants.

  • The Stockholder has full right, power (corporate and other) and authority to enter into this Agreement, the Escrow Agreement, and the Earn Up Agreement and to sell, assign, transfer, and deliver the Shares.

  • No authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency or other Person, which have not already been made or obtained, are necessary for the execution, delivery or performance by the Company of this Agreement, the Earn Up Agreement, the Escrow Agreement, or the Warrants and the Warrant Shares and the consummation of the transactions contemplated herein and therein or the validity or enforceability hereof or thereof.

  • At the Second Closing and subject to the terms and conditions in this Agreement, the Stockholder shall sell to the Company, and the Company shall purchase from the Stockholder, the Shares, free and clear of any claim, lien, encumbrance or limitation whatsoever (a "Lien") for an aggregate purchase price of (i) U.S. $5,000,000 cash, (ii) the Class A Warrants, (iii) the Class B Warrants, and (iv) the execution and delivery by the Company of the Earn Up Agreement.

  • Borrower may prepay the principal amount of the Term Loan at any time in any amount, whether voluntarily, or by acceleration, or as otherwise required by this Agreement, provided that it concurrently pays with the prepayment a prepayment fee in an amount set forth in Section 2.6(g) of Schedule B.

  • All necessary actions have been taken to ensure that the execution, delivery, and performance by the Company of this Agreement, the Earn Up Agreement, the Escrow Agreement, the Warrants, and the consummation of the contemplated transactions herein and therein have been duly authorized.

  • All necessary actions have been taken to ensure that the execution, delivery, and performance by the Stockholder of this Agreement, the Earn Up Agreement, the Escrow Agreement, and the consummation of the contemplated transactions herein and therein have been duly authorized.


More Definitions of Earn Up Agreement

Earn Up Agreement means the Earn Up Agreement dated as of , 1997 between the Company and Forseti Investments Ltd.
Sample 1

Related to Earn Up Agreement

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 I], dated as of February 3, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the Closing Date, among the Servicer, the Transferor and the Borrower, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

  • Payment Agreement means a written agreement which provides

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Contribution Agreements has the meaning set forth in the Recitals.