Third Earn-Out definition

Third Earn-Out shall have the meaning set forth in Section 1.4.
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Third Earn-Out has the meaning set forth in Section 3.4(b)(iii).
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Third Earn-Out shall have the meaning given to such term in Section 2.2.2.3.
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Examples of Third Earn-Out in a sentence

  • For purposes of this Agreement, each of the First Earn-Out Period, Second Earn-Out Period and Third Earn-Out Period shall sometimes be referred to as an “Earn-Out Period”, and each of the First Contingent Earn-Out Payment, Second Contingent Earn-Out Payment and Third Contingent Earn-Out Payment shall sometimes be referred to as an “Earn-Out Amount”.

  • The Purchaser further covenants that, in the event it transfers any content currently available for download from the Company as part of the Business to the Purchaser, any Affiliate of the Purchaser or any URL, domain or web site, for purposes of calculating the Earn-Out Payments under Section 2.4, the Purchaser shall, until the termination of the Third Earn-Out Period, account for all transactions attributable to the Business as though such portion of the Business were owned by the Company.

  • Buyer shall pay to Seller the Initial Earn-Out Payment, the Subsequent Earn-Out Payment and the Third Earn-Out Payment, if any, by wire transfer of immediately available funds.

  • Notwithstanding anything herein to the contrary, the payment of the excess of the amount of the Initial Earn-Out Payment over $50 million (if any) and the excess of the amount of the Subsequent Earn-Out Payment over $22 million (if any) shall be made not as part of the Initial Earn-Out Payment or the Subsequent Earn-Out Payment, as applicable, but only in a Third Earn-Out Payment.

  • The Third Earn-Out Payment is payable hereunder, if at all, within 5 Business Days of February 15, 2014.

  • Notwithstanding anything in this Exhibit B to the contrary, in no event shall the sum of the Initial Earn-Out Payment, the Subsequent Earn-Out Payment and the Third Earn-Out Payment exceed $72 million.

  • The Supplemental Earn-Out Payment shall be due within thirty (30) days of the expiration of the Third Earn-Out Period if and only if Seller has not otherwise been paid the entirety of the Third Earn-Out Payment.

  • To the extent that the Surviving Corporation's capital expenditures in any of the First, Second or Third Earn-Out Periods exceeds or are less than the amounts for such period set forth on Annex IV hereto, then in each case Parent and the Stockholders' Representative will negotiate in good faith to properly and reasonably adjust up or down, as applicable, the applicable Earn-Out Threshold.

  • Thus, for example, if the Sellers receive $2 million of Buyer Common Stock in the First Earn-Out Period, $2 million of Buyer Common Stock in the Second Earn-Out Period and $2 million of Buyer Common Stock in the Third Earn-Out Period, then the most the Sellers can receive in the Fourth Earn-Out Period is $1 million of Buyer Common Stock.

  • In the event that the Third Earn-Out Payment is not earned pursuant to subsection (a) above, Sellers shall have the opportunity to earn Supplemental Payments for the Third Earn Out Period attributable to the achievement of New Sales Revenue as defined herein, in order to meet the full amount of Third Earn-Out Payment; provided, however, that in no event shall the sum of the Second Earn-Out Payment and any Supplemental Earn-Out Payment combined exceed $4,250,000 in the aggregate.

Related to Third Earn-Out

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).