Special Earn-Out Event definition

Special Earn-Out Event means any of the following occurring prior to the Test Date:

Examples of Special Earn-Out Event in a sentence

  • Seller may exercise such right within 60 days after obtaining actual knowledge that such Special Earn-Out Event has occurred (the date of such occurrence, the “Special Earn-Out Trigger Date”) by providing written notice to Buyer of such request, which notice shall also describe the reasons supporting the request (a “Special Earn-Out Notice”).

  • If a Special Earn-Out Event occurs, Seller will have the right to require, in lieu of the Contingent Consideration payable pursuant to this Annex A, a special payment in accordance with this Section 1.7 of Annex A.

  • The Holdings Stockholder may exercise such right within 60 days after obtaining actual knowledge that such Special Earn-Out Event has occurred (the date of such occurrence, the “Special Earn-Out Trigger Date”) by providing written notice to Parent of such request, which notice shall also describe the reasons supporting the request (a “Special Earn-Out Notice”).

  • The guidance presents four ‘ready-made’ options for calculating MRP but other options are not ruled out provided they are consistent with the statutory duty to make prudent provision.

  • Notwithstanding anything in this Agreement to the contrary, in the event that (i) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, and (ii) a Special Earn-Out Event (as such term is defined in Annex B to the Merger Agreement) has not occurred, twelve (12) months after the Date of Termination this Section 8 shall be deemed waived by the Company and be of no further force or effect.

Related to Special Earn-Out Event

  • Put Event means the occurrence of any of the following:

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Special Event means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.

  • Potential Adjustment Event means any of the following:

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Accretion Termination Date As defined in the Series Supplement.

  • Liquidity Event means a Change of Control or an IPO.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Pay Out Event means any Pay-Out Event specified in Section 6.01.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Compensation Event means any of the following events or circumstances if and to the extent that it interferes adversely with, or causes a failure of, the carrying out of the Design, the Construction or the Services, causes an Unavailability Event or causes Direct Losses to Project Co or any Project Co Person:

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Loan Termination Date means the earliest to occur of the following: (i) as to TERM NOTE 2, TERM NOTE 4, and TERM NOTE 5, September 1, 2011; as to the REVOLVING NOTE, April 21, 2006; (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK receives (a) notice in writing from BORROWER of BORROWER’S election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Principal Payment Date means, if applicable, each date designated as such in the Series Term Sheet.

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.