First Earnout definition

First Earnout has the meaning specified in Section 3.6(a)(i).
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First Earnout has the meaning set forth in ss.2(c)(ii) below.
Sample 1
First Earnout means the lesser of (i) ten percent (10%) of the difference between Xxxxxx FMV and Xxxxxx Cost and (ii) $1 million.
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Examples of First Earnout in a sentence

  • Subject to the Surviving Corporation’s achievement of Adjusted Earnings of at least $15,000,000 for the fiscal year ended December 31, 2007, the Merger Consideration shall include the First Earnout Shares.

  • Any Class 1 Earnout Units or Class 2 Earnout Units that are not converted to Common Units as set forth in Sections 3.14(a)(i)-(ii) above, shall be automatically and immediately forfeited and cancelled upon the date of the expiration of the First Earnout Period.

  • If the First Earnout Achievement Date or a New Pubco Sale has not occurred after the Closing and prior to the date that is six (6) years following the Closing Date, the Founder Shares that were eligible to vest pursuant to this clause (i) shall not vest and shall be forfeited as provided in subsection (e) below.

  • The Company Shares issued pursuant to this Section 1.04 represent the accelerated payment of 500,000 of First Earnout Shares, 500,000 of Second Earnout Shares, and 500,000 of Third Earnout Shares, which acceleration is documented in Amendment No. 1 to Support Agreement, dated as of the date hereof, by and between Sponsor, SPAC, Vast, Nabors and the other individuals party thereto (the “Support Agreement Amendment”).

  • In addition, we have reviewed and relied upon a certificate issued by the Secretary of State of the State of Delaware dated October 21, 2015, with respect to the Trust.

  • If the First Earnout Payment is earned in accordance with clause (A) above, the First Earnout Payment shall be payable within ten (10) Business Days following such occurrence.

  • No increase to the Principal Amount by virtue of the First Earn-out Target or Second Earn-out Target, as applicable, being satisfied shall occur until the date that Issuer receives the Noteholder’s unequivocal acceptance of the applicable Earn-out Statement.

  • Within the similar time frame following the EBITDA Multiple Amount calculation date for each of the four years thereafter, Buyer shall deliver to Seller a statement specifying the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any (such statements, together with the First Earnout Statement, are each referred to herein as an “Earnout Statement”).

  • If the Surviving Company terminates a Stockholder at any time prior to the end of the First Earnout Period, the Stockholder who has been terminated (the "Terminated Stockholder") shall receive as additional payment for his Webnet Stock, the First Earnout Payment based upon actual EBITDA for all months prior to such termination, and an amount equal to the average monthly EBITDA for the previous 12 month period, for each month after the termination, until the end of the Second Earnout Period.

  • In the event that any First Sponsor Earnout Shares are still held in escrow at the end of the First Earnout Period, or any Second Sponsor Earnout Shares are still held in escrow at the end of the Second Earnout Period, those Sponsor Earnout Shares will automatically and without further action by Sponsor be forfeited and delivered by the Escrow Agent to Parent for cancellation by Parent.


More Definitions of First Earnout

First Earnout means the earnout described in section 1.10(a)(i).
Sample 1
First Earnout has the meaning ascribed to such term in the Merger Agreement. For clarity, the First Earnout shall be deemed to have been achieved for purposes hereof upon the occurrence of the relevant Triggering Event (as defined in the Merger Agreement), including upon an Earnout Acceleration (as defined in the Merger Agreement) or if the First Earnout is deemed to have been achieved as of the Closing.
Sample 1

Related to First Earnout

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

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

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Original Pre-Funded Amount The amount deposited by the Depositor in the Pre-Funding Account on the Closing Date, which amount is $36,215,225.

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

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • 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.

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Net Investment Earnings With respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate of all interest and other income realized during such Collection Period on funds held in such Investment Account, exceeds the aggregate of all losses and investment costs, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Interim Payment has the meaning specified in Section 10.1.

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • net earnings means such earnings as are calculated in accordance with paragraph 42 or 52, as the case may be;