Earnout Event definition

Earnout Event means Earnout Event I or Earnout Event II.
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Earnout Event means each of the First Earnout Event, Second Earnout Event, Third Earnout Event and Fourth Earnout Event.
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Earnout Event is defined in Section 2.3(a). “Earnout Payment” is defined in Section 2.3(a). “Employee Benefit Plan” means any compensation or benefit plan, program, agreement, or arrangement currently or previously maintained, sponsored, or contributed to by the Company (or any ERISA Affiliate) for the benefit of any current or former employee, officer, manager, retiree, independent contractor, or consultant of or other service provider to the Company (or any dependent or beneficiary thereof), including any (a) “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA), “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) or “employee 3
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Examples of Earnout Event in a sentence

  • Thus, the award vests immediately and should be considered as an adjustment to the grant date fair value of the IFRS 2 expense, regardless of whether the target share price of the Sponsor Earnout Event is achieved or not.

  • Notwithstanding anything to the contrary in these Articles, the Directors shall, without approval of the Shareholders, (a) upon the occurrence of a Shareholder Earnout Event, issue new Shares pursuant to the terms and conditions set forth in the Business Combination Agreement and (b) upon the occurrence of an Earnout Event, issue new Shares pursuant to the terms and conditions set forth in the Sponsor Letter Agreement.

  • Except as set forth in Section 2.10, on Section 3.27 of the Company Disclosure Schedule, no Person is entitled to any future payments from the Company solely as a result of any achievement of any Earnout Event pursuant to Section 2.10.

  • Although Earnout Payments, if any, are made quarterly, IPC is permitted to retain twenty percent of any Earnout Payment for quarters ending March 31, June 30, and September 30 as a reserve against potentially unreported costs associated with the Earnout Event.

  • Following the Closing and upon the occurrence of the Earn-out Event, in addition to the Merger Consideration Shares, PubCo shall issue a one-time issuance of 20,000,000 PubCo Ordinary Shares (which number shall be appropriately adjusted in accordance with Section 2.7, the “Earn-out Shares”) to the Holdco Shareholders who hold Holdco Shares as of immediately prior to the Initial Merger Effective Time on a pro rata basis.

  • As soon as practicable after the Company’s completion of the consolidated financial statements for the Group Companies for the three-month period ending December 31, 2021, the Chief Financial Officer of the Company shall deliver to the board of directors of the Company an earnout statement, with detailed calculations, setting forth Adjusted EBITDA and the number of Company Common Shares, if any, to be issued pursuant to the First Earnout Event (the “Earnout Statement”).

  • The Company shall be free to conduct its business and the business of the Company Group in the manner it determines to be reasonably prudent and in the best interest of the Company but shall not take any action or omit to take any action that is intended or designed to delay, impede or prevent the occurrence of an Earnout Event, the automatic exercise and conversion of Earnout Rights or the issuance of Earnout Shares in respect thereof.

  • Subject to Section 2.9 with respect to the First Earnout Payment, within 10 Business Days of notification by Buyer or the Seller Representative to the other of the occurrence or deemed occurrence of an Earnout Event, Buyer shall pay or cause to be paid the corresponding Earnout Payment in cash by wire transfer of immediately available funds to the bank account for the Seller Representative provided by Seller Representative to the Buyer in writing.

  • By: Name: Xxxxxx Xxxx Xxxx Title: Chief Executive Officer SCHEDULE I Earnout Participants Earnout Participant Shares to Receive at Earnout Event I Shares to Receive at Earnout Event II Galion-Group Co., Ltd.

  • If an Earnout Event does not occur (and is not deemed to occur) by the fifth (5th) anniversary of the Closing Date, the Earnout Payments will not be due or payable.


More Definitions of Earnout Event

Earnout Event means the issuance of any Series C Shares to the Investors under the Earnout Agreement.
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Earnout Event means that Earnout Revenue exceeds $180 million.
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Related to Earnout Event

  • Put Event means the occurrence of any of the following:

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Acquisition Period means the period beginning, at the election of the Company, with the funding date of the purchase price for a Specified Acquisition and ending on the earliest of (a) the third following fiscal quarter end, (b) the Company’s receipt of proceeds of a Specified Equity Offering; and (c) the Company’s election in writing to terminate such Acquisition Period.

  • Potential Adjustment Event means any of the following:

  • Pay-Out Event means any Pay-Out Event specified in Section 6.01.

  • Knock-out Event means the event as defined in §4(4).

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

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

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • 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.