Surviving Corporation’s Gross Revenue means, for any period of determination, revenue that has been received and recognized by Parent in accordance with U.S. GAAP (and Parent’s revenue recognition policies and procedures under U.S. GAAP) resulting from the operation of the Business. For the avoidance of doubt, the parties acknowledge and agree that the Company’s revenue recognition policies and procedures as in effect prior to the Effective Time may materially differ from Parent’s revenue recognition policies and procedures in accordance with U.S. GAAP for purposes of the determination of the Surviving Corporation’s Gross Revenue, and Parent’s revenue recognition policies and procedures will control and be used to determine the Surviving Corporation’s Gross Revenue.

Examples of Surviving Corporation’s Gross Revenue in a sentence

For example, if the Stockholder Representatives claim the Surviving Corporation’s Gross Revenue is $1,000 greater than the amount determined by Parent and set forth in the Earn-out Report, and if the Independent Accountant ultimately determines the Surviving Corporation’s Gross Revenue is $300 greater than the amount set forth in the Earn-out Report, then the cost of the Independent Accountant will be allocated 30% (i.e. 300/1,000) to Parent and 70% (700/1,000) to the Stockholder Representatives.
Within ninety (90) days of the end of Parent’s fiscal year ending May 31, 2012, Parent shall provide to the Stockholder Representatives a report, which shall include (i) Parent’s determination of the Surviving Corporation’s Gross Revenue for Parent’s fiscal year ending on May 31, 2012, including a summary of Parent’s calculation of such amount, and (ii) Parent’s determination as to whether or not the Earn-out Conditions have been satisfied (the “Earn-out Report”).
Within sixty (60) days after the end of each of the first three fiscal quarters during the fiscal year ending May 31, 2012, Parent shall deliver for information purposes only to the Stockholder Representatives Parent’s good faith estimate of the Surviving Corporation’s Gross Revenue for such fiscal quarter.
If either Stockholder Representative objects to Parent’s calculation of the Surviving Corporation’s Gross Revenue for the fiscal year ending May 31, 2012 on or prior to the expiration of the Earn-out Review Period, then the Stockholder Representatives and Parent shall attempt in good faith to resolve and finally determine such amount.
The costs of the Independent Accountant will be borne by Parent and the Stockholder Representatives in proportion to the difference of each such party’s determination of the Surviving Corporation’s Gross Revenue and the determination of the Independent Accountant, or equally by Parent and the Stockholder Representatives if the determination by the Independent Accountant is equidistant from the determinations of each of the parties.

Related to Surviving Corporation’s Gross Revenue

Surviving Company has the meaning set forth in Section 2.1.
Surviving Corporation has the meaning set forth in Section 2.1.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Surviving Entity has the meaning set forth in Section 2.1.
Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).
Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).
Effective Time has the meaning set forth in Section 2.2.
Amalgamating Corporations means both of them;
Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.
Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Surviving Bank has the meaning set forth in Section 1.03.
Constituent corporation means any corporation which engages with the Company, its Parent or any Subsidiary in a transaction to which Section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.
Constituent Corporations has the meaning set forth in the second recital of this Agreement.
Non-profit making companies means companies set up under the Companies Act, 1956/Companies Act 2013.
MergerSub has the meaning set forth in the Preamble.
Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:
Operating Companies means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.
Merger Sub 1 has the meaning set forth in the Preamble.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Virginia venture capital account means an investment fund that has been certified by the
Resulting Company means a domestic stock company created
Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.
Merger Sub II has the meaning set forth in the Preamble.
Merger Sub I has the meaning set forth in the Preamble.
mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

Surviving Corporation’s Gross Revenue definition

Filter & Search

Related Definitions

Related to Surviving Corporation’s Gross Revenue