Earn-Out definition

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-Out has the meaning set forth in Section 3.5(a).

Earn-Out means, with respect to any Person, any payment that may be required to be made by such Person in connection with an Acquisition, where the obligation of such Person to make such payment (or the amount thereof) is contingent upon the financial or other performance of the Person or asset acquired. The amount of any Earn-out shall equal the anticipated amount thereof as reasonably determined in good faith by the Company.

Examples of Earn-Out in a sentence

• Management has valued the consideration to be paid for Earn-Out Ounces at $Nil.

• Any part of the Pre-Funded Earn-Out Amount relating to the calendar year ending on 31 December 2015 which does not become payable in accordance with the terms of the Acquisition Agreements, may be carried forward and become payable together with the Additional Purchase Price 2016 in accordance with the terms of the Acquisition Agreements.

• These Earn-Out Shares are accounted for as a liability and require fair value measurement on a recurring basis.

• The Issuer may (directly or indirectly through BidCo) only pay (i) the Deferred Purchase Price to the Sellers upon written confirmation to the Trustee from the Issuer that the EBITDA of the Target Group for the last twelve (12) months is at least SEK 70,000,000 and (ii) the Pre-Funded Earn-Out Amount if and when the Issuer complies with the requirements set forth in Clause 4.2 (Conditions Precedent for Disbursement of the Pre- Funded Earn-Out Amount).

• Former holders of shares of Legacy Science 37 common stock were allocated Earn-Out Shares in connection with the completion of the Merger.

More Definitions of Earn-Out

Earn-Out means, with respect to an acquisition of any assets or property by the Borrower or any of its Subsidiaries constituting an acquisition of all or substantially all of the assets of, or any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Equity Interests of any Person, that portion of the purchase consideration therefor and that portion of all other payments and liabilities (whether payable in cash or by exchange of Equity Interests or of any property or otherwise), directly or indirectly, payable by any Loan Party in exchange for, or as part of, or in connection with, such acquisition that is deferred for payment to a future time after the consummation of such acquisition, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, 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 but excluding any working capital or purchase price adjustments.

Earn-Out has the meaning set forth in Section 2.2.4 below.

Earn-Out means the earn-out portion of the Purchase Price as determined pursuant to Section 2.3 of this Agreement.

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 Restricted 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-Out has the meaning specified in Section 4.03.

Earn-Out has the meaning set forth in Section 2.2(c)(i) hereof.

Earn-Out has the meaning set forth in the Recitals of this Agreement.