Earnout Covenants. The Purchaser agrees to comply with the following covenants commencing with the Closing Date and ending upon the earlier of (i) April 1, 2003, and (ii) satisfaction of all amounts due and owing under the Earnout Agreement.
Earnout Covenants. (a) Following the Closing and until the expiration of the Earnout Period, Buyer shall, and shall cause its Subsidiaries and other Affiliates and any assignees or successors in interest of any of the foregoing to:
Earnout Covenants. Subject to Section 2.7(d), Buyer shall conduct and manage its business (including, with regard to the Company) in good faith and Buyer shall also act in good faith in the best interests of Buyer’s business (including the Company and its Subsidiary) with regard to any action that it takes or omits to take after the Closing that could be reasonably expected to impede the opportunity of the Sellers to be entitled to receive, pursuant to this Section 2.7, the maximum Earnout Amount for each Earnout Period. For the avoidance of doubt, the Sellers acknowledge and agree that from and after the Closing neither Buyer nor its Subsidiaries (including the Company and its Subsidiary) will have any obligation to conduct their respective businesses (i) outside of the ordinary course of business or (ii) in a manner that disadvantages the long term growth of Buyer and its Subsidiaries (including the Company and its Subsidiary) in favor of short term earnings or maximizing the Earnout Amounts. In addition to, and without limiting the foregoing covenant, subject to Section 2.7(d), Buyer shall not materially change the cash compensation plan of any person employed by the Company or its Subsidiary with the title of Recruiter, Recruiting Manager, Director of Recruiting, or VP-Recruiting until after the end of the 2015 Earnout Period, without the prior written consent of Xxxxx Xxxxxxxx, such consent not to be unreasonably withheld. If Xxxxx Xxxxxxxx should cease to be an employee of Buyer or any of its Subsidiaries prior to the end of the 2015 Earnout Period, then the consent of the Sellers’ Representative, such consent not to be unreasonably withheld, shall be required for any such material change described in the preceding sentence.
Earnout Covenants. During the period from the Closing through the end of the Third Earn-Out Period, unless a Change of Control (as defined below) has occurred and the acquiring or surviving Person in such transaction shall not have assumed all of Guarantor’s obligations under this Agreement as provided in Section 2.1(c)(iii) below, Guarantor shall, and shall cause Buyer, the Company and its Subsidiaries to refrain from (A) selling, transferring, assigning or otherwise disposing of material assets or material contracts of the Company or any of its Subsidiaries to any third party, provided, however, that the sale, transfer, assignment or other disposition of aircraft in the ordinary course of business consistent with past practice shall not be deemed to be a breach of this clause (A); (B) intentionally taking any actions intended to (1) reduce, accelerate or delay Company Revenue or (2) avoid payment or reduce the amount of any Earn-Out Consideration; (C) making or permitting any changes to its ownership, capital structure, capitalization or shareholder governance which would cause Guarantor, Buyer or the Company not to be a “Citizen of the United States” as that term is defined in 49 USC § 40102; and (D) entering into or permitting to exist any covenants or restrictions, whether in documents pertaining to Indebtedness or otherwise, that specifically restrict payment of any Earn-Out Consideration or compliance with this Agreement or that are in conflict with the provisions of this Agreement other than as may be required by the Debt Financing.
Earnout Covenants. (i) Subject to the terms of this Agreement, subsequent to the Closing, Acquirer shall have sole discretion with regard to all matters relating to the operation of the Surviving Corporation; provided, that from Closing through (and including) December 31, 2020, Acquirer agrees to (i) conduct the business of Acquirer (and its Subsidiaries, including the Surviving Corporation) in good faith with respect to the achievement of the Earnout Consideration and (ii) not to take any action with the intent or purpose of avoiding or reducing the Earnout Consideration.
Earnout Covenants. During the Earnout Covenant Period, Buyer shall operate the Company as a separate profit center, business unit or division which will maintain separate books and records sufficient for the calculation of Revenue and Gross Margin; provided, that Buyer may, at its discretion, move or integrate the finance, information technology and legal functions of the Company that constitute cost centers of Buyer and its Affiliates (including, after the Closing, the Company), and may move or integrate other functions so long as no such move or integration would reasonably be expected to adversely affect Revenue or Gross Margin. During the Earnout Covenant Period, Buyer shall, subject to Section 2.8(e)(vi), ensure that the Company is provided the funds set forth in the Budget. As used herein, “Budget” means the Budget set forth in Section 2.8(e) of the Disclosure Schedule. Without limiting the foregoing, during the Earnout Covenant Period:
Earnout Covenants. Subject to Section 2.6(d), Buyer shall conduct and manage its business (including, with regard to the Company) in good faith and Buyer shall also act in good faith in the best interests of Buyer’s business (including the Company) with regard to any action that it takes or omits to take after the Closing that could be reasonably expected to impede the opportunity of the Holders to be entitled to receive, pursuant to this Section 2.6, the maximum Earnout Amount for each Earnout Period. From and after the Closing, neither Buyer nor its Subsidiaries (including the Company) will have any obligation to conduct their respective businesses
Earnout Covenants. (a) The parties hereto agree that, for the benefit of the Equityholders, Parent (including any of its subsidiaries and affiliates) and the Surviving Corporation shall, during the Earn Out Period:
Earnout Covenants. (a) During the Earn-Out Period, Aemetis shall (A) maintain the separate corporate existence of EdenIQ and its subsidiaries and operate such entities as an independent division of Aemetis (the “EdenIQ Division”) and conduct the business of EdenIQ and its subsidiaries exclusively through such EdenIQ Division, (B) maintain separate books and records of the EdenIQ Division, which books and records will be sufficient to calculate Free Cash Flow, and (C) provide Cameron Cast or any of his successors (the “EdenIQ Manager”) with general authority for the operation of the EdenIQ Division and primary responsibility for day-to-day operations of the EdenIQ Division, including decision making authority over branding matters, personnel, facilities and pricing (including discounts). The EdenIQ Manager shall report directly to the Chief Executive Officer of Aemetis. For purposes of this Section 7.3(a) “EdenIQ Manager” shall be any of the individuals listed on Exhibit B, provided however, that such individual shall only be eligible to become an EdenIQ Manager if (i) Cameron Cast is no longer the EdenIQ Manager, and (ii) such individual is an employee, consultant, officer or manager solely of the EdenIQ Division.
Earnout Covenants
