Earnout Note definition

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, ▇▇▇▇▇▇▇ Investments, LLC, Blizzard Management Feeder, LLC, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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. , 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.

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.

Examples of Earnout Note in a sentence

Each Deferred Earnout Note may bear interest at a per annum rate not to exceed the lowest interest rate charged or chargeable hereunder at the date such Deferred Earnout Note is issued.
The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date.
Each Deferred Earnout Note shall provide that the applicable Loan Party will make principal and interest payments thereon no more frequently than quarterly, and that each such principal or interest payment will be subject to the Earnout Payment Conditions.
In the event Buyer receives an award of damages against Seller for a breach of the covenants set forth in Sections 3 or 4 of this Agreement, the amount of the award shall reduce the amount owed under the Fixed Note and Earnout Note payable to Seller.
Should the award be in excess of the amount owed under the Fixed Note and Earnout Note payable to Seller, Buyer may pursue collection of such excess from Seller.
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 other corporate or limited liability company action (including shareholder or member approval) is necessary to authorize such execution, delivery and performance of this Agreement, the Earnout Note, and/or the issuance, sale and delivery of the Earnout Shares.
No other limited liability company action (including member approval) is necessary to authorize such execution, delivery and performance of this Agreement or the Earnout Note.
The Earnout Note shall bear interest as an annual rate of 8% per annum, shall be fully amortized, and have a maturity date of twenty-four (24) months after issuance.
Once Sellers have closed on the repurchase of the Shares, Sellers shall have no further rights under the Earnout Note or any other instrument securing the obligations under the Earnout Note.

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.

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.”

Earnout Note means that certain unsecured promissory note made effective as of January 1, 2018 by the Borrower in favor of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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.

Earnout Note has the meaning specified in Section 3.3(c).