Earn-Out
Consideration dependent on post- Completion performance or another future condition.

Earn-Out Metrics
Measures used to calculate an earn-out, such as retained recurring revenue, EBITDA, client numbers or AUA.

Earn-Out Period
The period over which earn-out performance is measured.

Earn-Out Protection
Contractual restrictions intended to prevent the Buyer from operating the business in a way that unfairly reduces the earn-out.

EBITDA
Earnings before interest, tax, depreciation and amortisation.

Employee Liability Information (ELI)
Prescribed employee information supplied in connection with a TUPE transfer.

Encumbrance
Any third-party interest or equity, right to acquire, option, right of pre-emption, mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or other security arrangement.

Enterprise Value
The value of the underlying business before adjusting for cash, debt and similar items.

Entire Agreement Clause
A provision stating that the written transaction documents contain the parties’ complete agreement.

Entity Rationalisation
Reducing multiple legal entities into a simplified structure.

Equity Value
The amount attributable to shareholders after adjusting enterprise value for cash, debt and other agreed items.

Escrow
Money held by an independent third party pending satisfaction of agreed conditions or potential claims.

Exchange of Contracts (Exchange)
The point at which a contract becomes legally binding. Exchange and Completion may occur simultaneously or separately where Completion remains subject to Conditions.

Exclusivity Period
A period during which the Seller agrees not to negotiate with alternative buyers.

Experience Continuity
Maintaining a consistent client experience during transition.