Examples of Second Earnout Period in a sentence
In particular, Section 3.04 of the Merger Agreement provides, in general terms, that Dialog (referred to as “Parent”) was required to use its commercially reasonable best efforts to achieve and pay the earn-out payments in full: From the Closing Date through the end of the Second Earnout Period, Parent shall, and shall cause its Affiliates .
Upon the occurrence of an Acceleration Event at any time prior to the end of the Second Earnout Period, then, notwithstanding anything to the contrary in this Agreement, automatically and without any further action on the part of Parent, Stockholders Representatives, or any Company Stockholder, the maximum aggregate $3 million amount of Earnout Payments, less any Earnout Payments already paid, will immediately become due and payable to the Constituents.
In the event that any First Sponsor Earnout Shares are still held in escrow at the end of the First Earnout Period, or any Second Sponsor Earnout Shares are still held in escrow at the end of the Second Earnout Period, those Sponsor Earnout Shares will automatically and without further action by Sponsor be forfeited and delivered by the Escrow Agent to Parent for cancellation by Parent.
Within 90 days after the expiration of each of the First Earnout Period, the Second Earnout Period and the Third Earnout Period, Frontage Labs shall provide Representative with written notice (the “ Earnout Notice”) of Frontage Lab’s reasonably detailed computation of the Adjusted EBITDA of the Surviving Entity during such Earnout Period and the Earnout Consideration (and if applicable, the Earnout Bonus Payment) calculated therefrom.
Any Class 3 Earnout Units that are unvested as of the end of the Second Earnout Period shall be forfeited upon the date of the expiration of the Second Earnout Period.