Earnout Note definition

Earnout Note means the contingent value promissory note in the minimum principal amount of $2,500,000 and the maximum principal amount of $125,000,000 substantially in the form attached hereto as Exhibit G. The Earnout Note shall be duly issued by the Buyer Parent to the Seller upon the final determination of the Earnout Consideration in accordance with this Section 2.11, and interest on the principal amount of the Earnout Note shall accrue beginning on the day immediately following the last day of the Earnout Period.”
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Earnout Note. , Earnout Tranche," "Earnout Tranche Rate" and "Fixed Earnout Tranche Payment" shall apply to the term "Earnout" as the definition of such term has been amended pursuant to this Amendment.
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Earnout Note means a Glu promissory note in substantially the form attached as Exhibit 2 to the Earnout Schedule to be issued pursuant to the terms set forth on the Earnout Schedule.
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Examples of Earnout Note in a sentence

  • If the Portfolio has produced aggregate revenue of less than the set threshold during the prior 12 months, then the principal amount of the Earnout Note will be reduced dollar for dollar.

  • If the Earnout Consideration is greater than zero, then the Earnout Note shall be duly issued by the Buyer Parent to the Seller upon the final determination of the Earnout Consideration (if any) in accordance with this Section 2.11, and interest on the principal amount of the Earnout Note shall accrue beginning on the day immediately following the last day of the Earnout Period.

  • The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date.

  • The representations and warranties of the Buyer Parties set forth in Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority), Section 4.7 (Brokers’ and Finders’ Fees) and Section 4.11 (Purchase Price Note and Earnout Note) (collectively, the “Buyer Fundamental Representations”) shall survive the Closing for a period of [****], at which time they shall expire.

  • If the Earnout Consideration is zero, then the Earnout Note will not be applicable and will not be issued.

  • The Seller is acquiring the Purchase Price Note and the Earnout Note (when and if issued in accordance with Section 2.11(a)) for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of any securities Law.

  • The Seller (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchase Price Note and the Earnout Note and is capable of bearing the economic risks of such investment.

  • To the extent there is any conflict between this Section 1.2(c) and the Earn-out Note, the Earn-out Note shall control.

  • It is the intent of the Parties that the amounts paid under the Earn-out Note be treated as Earn-out Payments and therefore additional purchase price under the Stock Purchase Agreement.

  • No payments shall be made on any Earn-out Note until all Indemnity Claims are either paid or determined not to be a Covered Indemnity Claim in accordance with Section 12.2.


More Definitions of Earnout Note

Earnout Note means the note delivered by the Borrower to the Lender in the form of Exhibit A-2 hereto.
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Earnout Note has the meaning specified in Section 3.3(c).
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Earnout Note shall have the meaning provided in that certain Purchase and Sale Agreement by and among Blizzard Aggregator, LLC, CCP III Blizzard Feeder, LLC, NVX Holdings, Inc., Norwest Equity Partners IX, LP, Xxxxxxx Investments, LLC, Blizzard Management Feeder, LLC, and Xxxxxxx X. Xxxx to be entered into in connection with the GoHealth IPO, as amended, restated, supplemented or otherwise modified from time to time.
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Earnout Note means that certain unsecured promissory note made effective as of January 1, 2018 by the Borrower in favor of Mxxxxxx Xxxxxxxxx in the original principal amount of $3,750,000 as in effect on the Closing Date or as amended as permitted under the applicable Subordination Agreement.
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Related to Earnout Note

  • Bridge Note means a promissory note of the Borrower in the form attached as Exhibit B hereto evidencing the Bridge Loan of any Lender.

  • Acquisition Note means a promissory note made by Borrower in favor of a Lender evidencing the Lender’s Applicable Percentage of the Acquisition Loan, substantially in the form of Exhibit G.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

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

  • New Note shall have the meaning assigned to such term in Section 38.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Earnout has the meaning set forth in Section 2.9(a).

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Promissory Note means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

  • B Note means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from a B Advance made by such Lender.

  • debit note means a document issued by a registered person under sub-section (3) of section 34;

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

  • Company Note has the meaning set forth in Section 3.1 of the Sale Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Adjustment Note has the meaning given in the GST Legislation;

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Earn-Out Consideration is defined in Section 2.5(c).