First Earnout Payment definition

First Earnout Payment has the meaning set forth in Section 1.7(c)(i).

First Earnout Payment shall have the meaning set forth in Section 1.4(b)(i) hereof.

First Earnout Payment has the meaning set forth in Section 1.14(a)(i).

Examples of First Earnout Payment in a sentence

• No later than July 31, 2016, Buyer will (i) deliver to Shareholder Representative a written schedule setting forth in reasonable detail the calculation of the First Earnout Payment, and (ii) issue the requisite number of shares of SPS Common Stock to the Shareholders.

• The Purchase Price shall be $30,400,000.00, plus the First Earnout Payment (if any), plus the Final Earnout Payment (if any), plus or minus, as applicable, the adjustments contemplated in Section 2.1(b).

• For the avoidance of doubt, the First Earnout Payment and the Final Earnout Payment, in the aggregate, shall in no event exceed 16,222 shares of SPS Common Stock.

• If the First Earnout Payment is earned in accordance with clause (B) above, the First Earnout Payment shall be payable within ten (10) Business Days following such occurrence.

• Notwithstanding the foregoing, (i) if, Immunetrics Revenue during the First Performance Period is less than the Floor, the terms of this Section 3.3 will not apply and no Catch-Up Payment will be payable and (ii) the Catch-Up Payment will not exceed an amount equal to (x) Four Million Dollars ($4,000,000) minus (y) the amount of the First Earnout Payment (the “Catch-Up Cap”).

More Definitions of First Earnout Payment

First Earnout Payment shall have the meaning set forth in Section 2(f)(i).

First Earnout Payment is defined in Section 1.4(a).

First Earnout Payment means (i) the Maximum Earnout Payment MINUS (ii) the sum of (a) the applicable Class B Earnout Payment Deduction PLUS (b) the applicable Class C Earnout Payment Deduction.

First Earnout Payment. See Section 4.7(a) hereof.

First Earnout Payment means the product of (i) seventy-five percent (75%) multiplied by (ii) the Total Q3 Amount.

First Earnout Payment is defined in Section 2.3(a). “FTK Shares” is defined in Section 2.2. “Fundamental Representation” is defined in Section 7.5(b). “GAAP” means United States generally accepted accounting principles. “Governing Documents” means (a) the certificate of formation, certificate of incorporation or articles of incorporation (or equivalent instrument) and bylaws of a corporation, (b) the certificate of formation and operating agreement (or equivalent instrument) of a limited liability company, (c) the certificate of limited partnership and limited partnership agreement of a limited partnership and (d) such other legal document(s) by which any other legal entity establishes its legal existence or that govern its internal affairs. “Governmental Authority” means (a) the government of any sovereign state, nation, or country, or of any political subdivision thereof (including any state, commonwealth, province, territory, county, parish, or city), and any department, agency, bureau, commission, division, office, service, regulatory body, or other instrumentality of such government, (b) any self-regulated organization or other non- governmental regulatory authority or quasi-governmental authority to the extent that the rules, regulations or orders of such organization or authority have the force of law, or (c) any court or other tribunal having competent jurisdiction. “Gulf Coast Indebtedness” means that certain indebtedness in the outstanding amount of $456,145.61 in favor of Gulf Coast Bank pursuant to that certain Receivables Purchase Agreement between the Company and Gulf Coast Bank And Trust Company dated January 2, 2019. “Hazardous Materials” is defined in Section 4.19(a)(v). “HIPAA” is defined in Section 4.10(m). “Inbound Licenses” is defined in Section 4.10(b). 5

First Earnout Payment has the meaning ascribed to this term in Schedule 2.1(d);