Earnout Calculation Statement definition

Earnout Calculation Statement has the meaning set forth in Section 2.5(c)(i).
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Earnout Calculation Statement means each Cash-Earnout Calculation Statement or the Equity Earnout Calculation Statement, as applicable.
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Earnout Calculation Statement has the meaning given such term in Section 3.5(f).
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Examples of Earnout Calculation Statement in a sentence

  • Prior to the expiration of the Review Period, Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer.

  • If the Earnout Calculation Statement provides that the 2016 Revenues equal or exceed the Earnout Threshold, Seller shall notify Buyer, no later than two (2) Business Days following the final determination of the Earnout Calculation Statement, of Seller’s desired Earnout Payment type (the “Earnout Election Notice”).

  • On or prior to the last day of the Earnout Review Period, Seller may object to the Earnout Calculation Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail (the “Statement of Earnout Calculation Objections”).

  • If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Earnout Calculation Objections before expiration of the Earnout Resolution Period, then any dollar amounts remaining in dispute (“Disputed Earnout Amounts”) shall be submitted for resolution to the Independent Accountant, who, acting as experts and not arbitrators, shall resolve the Disputed Earnout Amounts only and make any adjustments to the Earnout Calculation Statement.

  • If Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties hereto.

  • After receipt of the Earnout Calculation Statement, and only in the event that the Earnout Calculation Statement provides that the 2016 Revenues do not equal or exceed the Earnout Threshold, Seller shall have up to thirty (30) days (the “Earnout Review Period”) to review the Earnout Calculation Statement.

  • Each Earn-out Calculation Statement shall include a listing by Customer of the amount of Funded Production from such Customer during the applicable Calculation Period including, for each funding the funding date, policy number, assignment number, Customer, insurance company, assignment amount and such other information as may be reasonably requested by Seller from time to time.

  • If Seller fails to deliver the Statement of Earnout Calculation Objections before the expiration of the Earnout Review Period, the Earnout Calculation Statement shall be deemed to have been accepted by Seller.

  • Prior to the expiration of the Review Period, MHI Partnership may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Earn Out Year by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer.

  • The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) and Section 8.02(c) shall not exceed twenty-five percent (25%) of the value of the Purchase Shares (valued at the Closing Price) and the Earnout Payment (valued at the VWAP of the Common Stock, for the ten (10) trading days immediately preceding the date of final determination of the Earnout Calculation Statement), issued hereunder, in the aggregate (the “Cap”).


More Definitions of Earnout Calculation Statement

Earnout Calculation Statement has the meaning set forth in Section 2.6(b). Exhibit A, Page 4
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Earnout Calculation Statement has the meaning specified in Section ‎3.9(b)(i).
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Related to Earnout Calculation Statement

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Termination statement means an amendment of a financing statement which:

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Annual Statement means, with respect to any Insurance Subsidiary for any fiscal year, the annual financial statements of such Insurance Subsidiary as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.

  • Annual Financial Statement is defined in Section 10.1(a).

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Payment Date Statement means a report prepared by the Administrator setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Offering Memorandum, which will be in such form as is required under the Offering Memorandum and otherwise as agreed upon between the Administrator and the Indenture Trustee.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Distribution Date Statement As defined in Section 4.02(a).

  • Financial Statement Date means December 31, 1999.

  • Closing Financial Statements has the meaning set forth in Section 6.22.