Total Earnout Consideration definition

Total Earnout Consideration means the number of Units equal to (x) Total Earnout Shares divided by (y) ten (10), rounded to the nearest whole number.
Sample 1
Total Earnout Consideration means the total amount paid by Parent pursuant to Section 2.3, which amount shall not exceed Thirty-Six Million Dollars ($36,000,000).
Sample 1
Total Earnout Consideration means nineteen million five-hundred thousand dollars ($19,500,000), minus all Transaction Expenses (including Listed Transaction Expenses) that have not been paid prior to the final determination of Total Earnout Consideration and not already take into account in the calculation of Final Total Closing Cash Consideration (the “Accelerated Earnout Payment Amount”).
Sample 1

Examples of Total Earnout Consideration in a sentence

  • The parties intend the express provisions of this Agreement to govern solely their contractual relationship with respect to the Total Earnout Consideration, which, other than the Escrow Fund, is the only contingent Merger consideration of its kind.

  • Until so surrendered, after the Effective Time, the Company Securities held by such Company Securityholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the shares of Acquiror Common Stock and/or cash and, as applicable, the right to Per Share Total Earnout Consideration (if any), into which such Company Securities shall have been converted pursuant to the terms of this Agreement.

  • Any portion of the Total Earnout Consideration payable pursuant to Section 1.8 and this Section 1.10 (if any) does not constitute compensation for services, but rather constitutes part of the consideration payable in connection with the Merger, and shall be subject to the deductions or withholdings referenced in Section 1.11 .

  • The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.Warrant; (y) the Per Share Series A-1 Stock Consideration; and (z) the Per Share Residual Total Earnout Consideration (if any); in each case of clauses (x) through (z), multiplied by the aggregate number of shares of Series A-1 Preferred Stock subject to such Company A-1 Warrant.

  • On or before the date which is forty-five (45) days after the last day of the Earnout Period (the “ Earnout Calculation Delivery Date ”), Acquiror shall prepare and deliver to Securityholder Representative a written statement (the “ Earnout Calculation Statement ”) setting forth in reasonable detail its determination of Gross Revenue for the Earnout Period and its calculation of the resulting Total Earnout Consideration (the “ Earnout Calculation ”).

  • If Securityholder Representative timely delivers an Earnout Calculation Objection Notice, Acquiror and Securityholder Representative shall negotiate in good faith to resolve the disputed items and agree upon a calculation of Gross Revenue and the resulting Total Earnout Consideration.

  • The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.entitled to receive additional consideration in an aggregate amount equal to the Total Earnout Consideration, which amount shall be payable in accordance with Section 1.8 and Section 1.9 and shall be subject to the other terms and conditions set forth in this Agreement.

  • Section 2.14(ii) of the Disclosure Schedule sets forth a true and complete description of all Transaction Expenses that may be incurred or otherwise become payable after the Effective Time (including as a result of the Total Earnout Consideration (if any) becoming payable in accordance with the terms of this Agreement), including a summary of the circumstances in which such Transaction Expenses may become incurred or otherwise payable (the “ Listed Transaction Expenses ”).

  • The International Institute of Tropical Agriculture (IITA) has strong capacity for research on CSA best practices, gender mainstreaming in CC policy and actions, District gender budget analysis, and PRAs in the Northern region.

  • While a tabloid’s de- cision to select a quote may influence a reader’s perception, keeping direct quotes wouldrequire an analysis of the “assumed reason for a quote” as opposed to an analysis of ac- tual text.


More Definitions of Total Earnout Consideration

Total Earnout Consideration means that amount of cash equal to (i) nineteen million five-hundred thousand dollars ($19,500,000), multiplied by (ii) the quotient obtained by dividing (a) Gross Revenue by (b) the Revenue Target, minus (iii) the Transaction Expenses (including Listed Transaction Expenses) that have not been paid prior to the final determination of Total Earnout Consideration and not already take into account in the calculation of Final Total Closing Cash Consideration; provided, however, that, if the foregoing calculation of “Total Earnout Consideration” results in an amount in excess of twenty-four million five-hundred thousand dollars ($24,500,000), then “Total Earnout Consideration” shall be equal to twenty-four million five-hundred thousand dollars ($24,500,000), minus the Transaction Expenses (including Listed Transaction Expenses) that have not been paid prior to the final determination of Total Earnout Consideration and not already take into account in the calculation of Final Total Closing Cash Consideration.
Sample 1

Related to Total Earnout Consideration

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Payments has the meaning specified in Section 2.7.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

  • Estimated Cash has the meaning set forth in Section 2.4(a).