Earnout Products definition

Earnout Products means the Data Center Products; provided that, for the avoidance of doubt, in no event shall Earnout Products include (i) any products owned by Purchaser or its Affiliates as of immediately prior to the Closing or (ii) any products acquired by Purchaser or its Affiliates as a result of the acquisition of any Person after the Closing.

Earnout Products shall have the meaning set forth in Section 2.8(a)(iii).

Earnout Products means products sold by any Selling Person that are intended to be used with the instruments that are covered by the Purchased Intellectual Property. Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

Examples of Earnout Products in a sentence

• If Net Sales for the Earnout Products during any Calendar Year following the Closing Date are greater than or equal to [***] Dollars ($[***]), Buyer shall pay Seller a one-time lump sum payment of [***] Dollars ($[***]).

• Notwithstanding the foregoing, the parties acknowledge and agree that, upon the occurrence of a Technical Failure with respect to any of the Company Earnout Products, Parent or the Surviving Corporation, as applicable, may, at its sole discretion, withdraw the Company Earnout Products related to the Technical Failure from the market in order to resolve such Technical Failure as soon as practicable using commercially reasonable efforts.

• Parent shall provide, or shall cause the Surviving Corporation to provide, as applicable, the Equityholders’ Representative with written notice, including reasonable details supporting such determination as Parent determines to provide in its sole discretion, within fifteen (15) days of any determination by Parent or the Surviving Corporation that any Technical Failure has occurred with respect to any of the Company Earnout Products.

• The parties also acknowledge and agree that if, after Parent’s or the Surviving Corporation’s determination that a Technical Failure has occurred with respect to any of the Company Earnout Products, the Net Revenue Target is nevertheless achieved, the Equityholders shall be entitled to the Net Revenue Earnout Amount at the time and otherwise on the terms and conditions set forth in this Agreement.

• Until the expiration of the Net Revenue Earnout Period, Parent and its affiliates shall act in good faith with respect to selling the Company Earnout Products and agrees to use such commercially reasonable efforts that may be necessary to promote and sell the Company Earnout Products in the ordinary course of business.

More Definitions of Earnout Products

Earnout Products means the Prolieve Products and all improvements, enhancements, derivatives, and iterations thereto by Buyer or its Affiliates after the Closing Date.

Earnout Products. The term “Earnout Products” shall mean any of the following products or services offered by Buyer after the Closing, whether as standalone products or as integrated into or incorporated into other products:

Earnout Products. Section 5.1. “Earnout Revenues” - Section 5.2. “Employment Agreements” - Section 3.2.6. “High Sales Rate” - Section 7.1. “Holdback Amount” - Section 4.2.1. “Individual’s G3 Shares” - Section 2.1. “Material Claim” - Section 16.1. “Nominal Earnout Price” - Section 5.3.2. “Noncompetition Agreements” - Section 3.2.7. “Owned Rights” - Section 10.14. “Pre-Closing G3 Products” - Section 5.1. “Purchase Consideration” - Section 4.1. “Rate Step” - Section 7.1. “Representatives” - Section 5.7. “Scheduled Rights” - Section 10.14. “SEC” - Section 7.7.2. “Securities Act” - Section 7.7. “Seller Indemnitees” - Section 16.3. “Stock Consideration” - Section 4.1. “Sub” - Recital “B”.

Earnout Products has the meaning set forth in Schedule 2.4(d).

Earnout Products means: (a) Seller’s products existing as of the date of this Agreement and direct derivatives thereof, (b) technology of Seller existing as of the date of this Agreement and direct derivatives thereof (the “Existing Technology” ) and (c) new products developed primarily from Existing Technologies. Earnout Products shall specifically exclude: (i) products primarily based on technologies assigned to or acquired by Purchaser or its Affiliates after the Closing Date from third parties; and (ii) products based primarily on technologies of Purchaser or its Affiliates existing as of the

Earnout Products means any MEMS Microphone that embodies, contains or is based upon (in whole or in part) any Transferred Technology, any Transferred Intellectual Property Rights, any Retained Technology and/or any Retained Intellectual Property Rights (each as defined in the License Agreement) licensed to Buyer, and any line extensions, improvements, enhancements, variations or modifications, whether or not patentable, of any of the foregoing, in each case whether sold as a standalone product or as a component or element of another product or bundled with another product; and (iii) “Earnout Product Selling Persons” means Buyer, its Affiliates and each of their respective successors and assigns. For purposes of this Section 1.5, (x) revenue shall be deemed recognized by the applicable Earnout Product Selling Person with respect to any Earnout Product when such Earnout Product is shipped by such Earnout Product Selling Person and (y) if any Earnout Product is a component or element of, or bundled with, another product, the revenue deemed recognized with respect to the sale, transfer, license or other permitted use for value of such Earnout Product shall be the greater of (1) Buyer’s standard list price of such Earnout Product for standalone sales and (2) the amount expressly allocated to such Earnout Product by Buyer and the counterparty to such transaction.

Earnout Products means: (a) Seller's products existing as of the date of this Agreement and direct derivatives thereof, (b) technology of Seller existing as of the date of this Agreement and direct derivatives thereof (the "Existing Technology" ) and (c) new products developed primarily from Existing Technologies. Earnout Products shall specifically exclude: (i) products primarily based on technologies assigned to or acquired by Purchaser or its Affiliates after the Closing Date from third parties; and (ii) products based primarily on technologies of Purchaser or its Affiliates existing as of the date of this Agreement. "Revenues" shall mean: gross revenues less: (i) actual returns to Purchaser of Earnout Products during any Earnout Year and (ii) discounts on Earnout Products. Purchaser shall use its reasonable best efforts to ensure prompt revenue recognition of Earnout Products.