Earnout Termination Date definition

Earnout Termination Date means the date that is the fifth anniversary of the Effective Date.

Earnout Termination Date means the last date on which any Earnout Payments may become due and payable to the Company Equityholders in accordance with Annex 1.

Earnout Termination Date means the third anniversary of the Closing.

Examples of Earnout Termination Date in a sentence

• In the event that there has been a Triggering Event with respect to shares of Class E Common Stock (as determined pursuant to the definition of “Triggering Event”) prior to the Earnout Termination Date, such shares of Class E Common Stock shall automatically and without further action on the part of the Corporation or any holder of Class E Common Stock be converted on the applicable Class E Conversion Date into an equal number of fully paid and nonassessable shares of Class A Common Stock.

• If a Triggering Event does not occur with respect to any Seller Earnout Unit prior to the Earnout Termination Date, the cumulative Reserve Amount with respect to such Seller Earnout Unit shall be released back to the Partnership without further liability of the Partnership.

• Any certificates that, prior to the Earnout Termination Date, represented shares of Class E Common Stock (to the extent representing shares of Class E Common Stock that were not converted) shall, if presented to the Corporation on or after the Earnout Termination Date, be cancelled.

• During the period between the Effective Time and the Earnout Termination Date, Parent shall, at its own cost and expense, maintain all Company Intellectual Property in effect as of the date hereof and subject to protection under the Laws of the United States, including but not limited to paying any applicable filing fees, and shall prosecute any United States Patent Applications included in the Company Intellectual Property.

• Any certificates that, prior to the Earnout Termination Date, represented shares of Class B Common Stock (to the extent representing shares of Class B Common Stock that were not converted) shall, if presented to the Corporation on or after the Earnout Termination Date, be cancelled.

More Definitions of Earnout Termination Date

Earnout Termination Date has the meaning specified in Section 3.03(a).

Earnout Termination Date shall have the meaning set forth in Section 1.5(a).

Earnout Termination Date means the date that is the fifth anniversary of May 19, 2021.

Earnout Termination Date means the last date on which any Earnout Payments may become due and payable to the Company Securityholders in accordance with Annex 1.

Earnout Termination Date shall be the final day of the Earnout Period in which Buyer shall fully satisfy Buyer's payment obligations under Section 1.8(b) hereof

Earnout Termination Date has the meaning specified in Section 9.02(b)

Earnout Termination Date means the last day of the sixtieth (60th) full calendar month beginning after the Closing Date and (6) “Corporate Overhead Charges” shall mean the charges for general corporate oversight, advice, guidance and assistance provided by Purchaser or any of its Affiliates to the Company Business Unit after the Closing, but shall not include charges for specific services purchased by the Company Business Unit from Purchaser or any such Affiliate or other Person. (For example, Corporate Overhead Charges shall include charges for general human resources advice provided by Purchaser or any of its Affiliates to the Company Business Unit, but shall not include charges for payroll processing if the Company Business Unit procures these services through Purchaser.) Each of Revenue and EBITDA will be determined in accordance with GAAP. In determining EBITDA for a particular Earnout Period, Corporate Overhead Charges allocated to the Company Business Unit shall not exceed 2.5% of Revenue for such Earnout Period.