Earn-Out Payments definition

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

Earn-Out Payments has the meaning set forth in Section 2.6(a)(ii).

Earn-Out Payments means payments to the Seller or the Stockholders (as applicable) of a percentage of the accumulated “Pre-Tax Profits” (hereinafter defined), up to a maximum aggregate amount of $12,250,000, payable as set forth in this Section 1.5(b).

Examples of Earn-Out Payments in a sentence

• At the heart of IH Rep’s motion for judgment on the pleadings lies Section 2.14 of the Merger Agreement, the detailed provision in which the parties set forth IH Rep’s right to Earn-Out Payments and the process by which such payments will be calculated and made.

• Simply stated, nothing in the Merger Agreement supports the notion that Segal’s bad acts, even if well-pled and proven, could serve as a basis to deny the Interest Holders (of which there are many) the right to Earn-Out Payments for which they bargained.

• Since Tutor Perini is not contesting that it calculated and disclosed the Pre-Tax Profit in its Pre-Tax Profit Reports for Earn-Out Years One through Four,44 and IH Rep did not object to those reports,45 IH Rep argues that the reports are binding on the parties and provide the bases upon which the Earn-Out Payments in dispute must be calculated.

• Tutor Perini made Earn-Out Payments in the First and Second Earn-Out Years but declined IH Rep’s demand for Earn-Out Payments in the Third, Fourth and Fifth Earn-Out Years.1 According to Tutor Perini, Gary Segal, Greenstar’s former CEO and an Interest Holder under the Merger Agreement, submitted knowingly false information to Tutor Perini that caused Tutor Perini to calculate its Pre-Tax Profit incorrectly.

• The potential undiscounted amount of all future Earn-Out Payments that Inmarsat could be required to make under the contingent consideration arrangement is between US$nil and US$139.0m.

More Definitions of Earn-Out Payments

Earn-Out Payments shall have the meaning set forth in Section 2.4.

Earn-Out Payments shall have the meaning set forth in Section 2.2(c).

Earn-Out Payments means contingent future payments, based on performance, paid or payable in connection with a Permitted Acquisition, whether or not evidenced by a promissory note and whether or not such payment obligations would be reflected as a liability on the consolidated balance sheet of PRGX and its Subsidiaries.

Earn-Out Payments means the Period 1 Earn-Out Payment, Period 2 Earn-Out Payment or Period 3 Earn-Out Payment and all of them collectively, as applicable.

Earn-Out Payments means any payment contemplated by Section 3.3 herein.

Earn-Out Payments means any payment by Borrower or any Subsidiary to the former owner of assets or equity interests which were acquired by Borrower or such Subsidiary as additional acquisition consideration after the closing date of such Acquisition.

Earn-Out Payments means five payments, payable by Buyer, subject to, and in accordance with Section 2.2 and Schedule 3.1(c) hereto, in cash equal to (i) up to $2,125,000 (the “First Earn-Out Payment”), (ii) up to $2,125,000 (the “Second Earn-Out Payment”), (iii) up to $4,250,000 (the “Third Earn-Out Payment”), (iv) $500,000 (the “Fourth Earn-Out Payment”), and (v) up to $4,250,000 (the “Fifth Earn-Out Payment”).