Applicable Revenue means the Gross Revenue less VAT (or other equivalent sales tax, as applicable).
Applicable Revenue means the Gross Revenue less:
Applicable Revenue means the sum of (A) in the case of Company Components sold separately (and not as part of a Combined Buyer Product), the Net Revenue from the sale of such Company Components during the Earn-Out Period, (B) in the case of Company Components included in their entirety as part of a Combined Buyer Product and with respect to which the Buyer and its subsidiaries recognized revenue during the Earn-Out Period, the list price for each such Company Component as of the Closing Date, (C) in the case of Company Components where a portion of such Company Component is included as part of a Combined Buyer Product with respect to which the Buyer and its subsidiaries recognized revenue during the Earn-Out Period, an amount for each such portion of a Company Component that is equal to the product of (1) such recognized revenue multiplied by (2) a fraction, the numerator of which is the list price of the Company Component from which such portion was derived or otherwise a part of, and the denominator of which is the total list price of the Combined Buyer Product, (D) subject to the third sentence of Section 1.14(g), in any case where a bona fide “design win socket” has been awarded to the Company before the Closing Date (a list of which is set forth in Section 1.14(a)(i)(1) of the Disclosure Schedule, which may be updated prior to the Effective Time upon the mutual agreement of the Buyer and the Company, such agreement not to be unreasonably withheld, delayed or conditioned), if a component of the Buyer or its subsidiaries replaces the Company Component to be sold in such “design win socket” (other than at the bona fide unsolicited request of a customer) and the Buyer and its subsidiaries recognize revenue during the Earn-Out Period with respect to the sale of such component of the Buyer or its subsidiaries, then the Net Revenue from the sale of such component of the Buyer or its subsidiaries shall be credited to Applicable Revenue and (E) subject to the third sentence of Section 1.14(g), in any case where a bona fide “design win socket” has been awarded to the Company before the Closing Date (a list of which is set forth in Section 1.14(a)(i)(2) of the Disclosure Schedule, which may be updated prior to the Effective Time upon the mutual agreement of the Buyer and the Company, such agreement not to be unreasonably withheld, delayed or conditioned) and the Company or the Surviving Corporation has (either before or after the Closing Date) bona fide built and delivered to a th...
Examples of Applicable Revenue in a sentence
Quarter Total Applicable Revenue for the Month/Quarter: € (Gross Revenue exclusive of VAT, see clause 6 & 7 of Appendix 1) If a Webcasting Subscription Service the no.
More Definitions of Applicable Revenue
Applicable Revenue shall have the meaning given to it in Section 1.14(a)(i).
Applicable Revenue is amended to read:
Applicable Revenue for any period means the gross revenues of the Subject Business recognized by Buyer for such period, determined in accordance with GAAP, including Gross Sales, Royalties and any other Revenue, in each case for such period, but excluding revenue attributable to shipments of product by parties other than Seller.
Applicable Revenue means the Gross Revenue less the agreed Permitted Deductions and less the Withholding Taxes.
Applicable Revenue means the Gross Revenue less VAT (or other equivalent sales tax, as applicable). “Limited Subscription Service” means an LD/ODS Service whereby the User:
Applicable Revenue means the sum of (A) in the case of Company Components sold separately (and not as part of a Combined Buyer Product), the Net Revenue from the sale of such Company Components during the Earn-Out Period, (B) in the case of Company Components included in their entirety as part of a Combined Buyer Product and with respect to which the Buyer and its subsidiaries recognized revenue during the Earn-Out Period, the list price for each such Company Component as of the Closing Date, (C) in the case of Company Components where a portion of such Company Component is included as part of a Combined Buyer Product with respect to which the Buyer and its subsidiaries recognized revenue during the Earn-Out Period, an amount for each such portion of a Company Component that is equal to the product of (1) such recognized revenue multiplied by (2) a fraction, the numerator of which is the list price of the Company Component from which such portion was derived or otherwise a part of, and the denominator of which is the total list price of theCombined Buyer Product, (D) subject to the third sentence of Section 1.14(g), in any case where a bona fide “design win socket” has been awarded to the Company before the Closing Date (a list of which is set forth in Section 1.14(a)(i)(1) of the Disclosure Schedule, which may be updated prior to the Effective Time upon the mutual agreement of the Buyer and the Company, such agreement not to be unreasonably withheld, delayed orconditioned), if a component of the Buyer or its subsidiaries replaces the Company Component to be sold in such “design win socket” (other than at the bona fide unsolicited request of a customer) and the Buyer and its subsidiaries recognize revenue during the Earn-Out Period with respect to the sale of such component of the Buyer or its subsidiaries, then the Net Revenue from the sale of such component of the Buyer or its subsidiaries shall be credited to Applicable Revenue and (E) subject to the third sentence of Section 1.14(g), in any case where a bona fide “design win socket” has been awarded to the Company before the Closing Date (a list of which is set forth in Section 1.14(a)(i)(2) of the Disclosure Schedule, which may be updated prior to the Effective Time upon the mutual agreement of the Buyer and the Company, such agreement not to be unreasonably withheld, delayed or conditioned) and the Company or the Surviving Corporation has (either before or after the Closing Date) bona fide built and delivered to a thir...
Applicable Revenue means revenues calculated in accordance with GAAP as reported by Parent for purposes of its filings with the Securities and Exchange Commission (the “SEC”) for commercial sales of Company Products anywhere in the world, less (a) outbound shipping charges actually paid or allowed by the selling party (and not reimbursed), (b) amounts actually allowed or credited due to returns or retroactive price decrease (solely to the extent refunded by the selling party after the selling party’s receipt of the gross revenues from such sale and not deducted prior to the receipt of such gross revenues), and (c) credits or allowances given or made for recall of Company Products (whether voluntary or involuntary); provided, that in the event Parent replaces any allograft product of the Company, as contemplated in clause (2) below of the definition of Company Products, any revenue recognized by Parent with respect to such replacement allograft product shall be factored into the determination of Applicable Revenue in a manner no less favorable to Holders than a manner consistent with the revenue recognition approach used by the Company prior to Closing. For the avoidance of doubt, “Applicable Revenue” shall include amounts paid as commissions to non-employees. By way of clarification, and without amending any of the foregoing, inter-company or inter-affiliate transfers shall not be considered as revenues as reported by Parent. For purposes of this Agreement, the term “Company Products” shall mean (1) all commercially marketed products of the Company as of the Closing, (2) any allograft product of a preferred supplier of Parent, that, in Parent’s sole discretion, replaces any allograft product of the Company prior to Closing, in each case on an SKU by SKU basis to the extent any such replacement allograft product is sold (i) through distribution channels used by the Company prior to the Closing and (ii) to the Company’s pre-Closing customers, and (3) all foot, ankle, hand and wrist products developed, marketed in accordance with applicable law, and launched commercially by the foot and ankle research and development team of Parent (and its Subsidiaries, taken as a whole) during the Earn-Out Period; provided, however, that for the avoidance of doubt, Company Products shall not include (A) any products commercially marketed by Parent (“Parent Products”) as of the Closing Date or (B) any current or future Parent Products that are (x) designed and marketed for sports medicine or (...