EBITDA Shares. 1/3 of the Participant’s Target Performance Shares will be allocated to the Company’s achievement of Adjusted EBITDA (as defined below) (“EBITDA Shares”); and
EBITDA Shares. 50% of the Participant’s Target Performance Shares will be allocated to the Company’s achievement of Adjusted EBITDA (as defined below) (“EBITDA Shares”). The number of Performance Shares earned by Participant for the Full Three-Year Performance Period shall be determined as of July 31, 2021 as follows: • The GAAP Shares may be earned based on the Company’s cumulative GAAP revenues in fiscal 2019 -2021 as reflected in the Company’s annual financial statement for the Applicable Performance Period (“GAAP Revenue”);and • The EBITDA Shares may be earned based on the Company’s cumulative adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”, as defined below and together with GAAP Revenue, the “Performance Goals”) for fiscal 2019 -2021; determined based on the following grid (in thousands): Performance Criteria for Full Three-Year Performance Period Threshold (000s) Target (000s) Maximum (000s) Fiscal 2019 - 2021 GAAP Revenue $[Ÿ] $[Ÿ] $[Ÿ] Fiscal 2019 - 2021 Adjusted EBITDA $[Ÿ] $[Ÿ] $[Ÿ] Notwithstanding the foregoing, the earning of the Performance Shares shall accelerate (reducing the number of unearned Performance Shares) prior to the end of the Full Three-Year Performance Period determined as of July 31, 2019 and July 31, 2020, respectively, as follows:
EBITDA Shares. Twenty-two percent (22%) of the Shares are EBITDA Shares. The number of EBITDA Shares (on a percentage basis) available for vesting on December 31 in each of 1999, 2000 and 2001 is set forth in the chart above, subject to carry-over vesting as set forth below. The number of EBITDA Shares (on a percentage basis) that vest on December 31 in any given year, based on the percentage achievement of the positive annual or cumulative (whichever results in the greater number of EBITDA Shares vesting in such year) EBITDA targets set forth in Annex A, will be determined by reference to the following table: % of EBITDA Target % of EBITDA Shares (Annual/Cumulative) Achieved Vested in Such Year ---------------------------- ------------------- 95-100 100 90-94.99 85 85-89.99 75 75-84.99 50 % of EBITDA Target % of EBITDA Shares (Annual/Cumulative) Achieved Vested in Such Year ---------------------------- ------------------- Less than 75 0 The number of EBITDA Shares (on a percentage basis) that vest on December 31 in any given year, based on the variance between EBITDA achieved and the negative annual or cumulative (whichever results in the greater number of EBITDA Shares vesting in such year) EBITDA targets set forth in Annex A, will be determined by reference to the following table: % Variance of EBITDA Achieved % of EBITDA Shares From (Annual/Cumulative) Target Vested in Such Year ------------------------------- ------------------- 0-5 100 5.01-10 85 10.01-15 75 15.01-25 50 More than 25 0 For example, if the Company had EBITDA of $(80,000,000) in 1999, this would represent a variation of 8.4% from the EBITDA target of ($73,803,000), and 85% of the EBITDA Shares would vest. For purposes of determining whether cumulative EBITDA targets have been achieved, EBITDA of the Company in excess of a prior year's or years' target(s) (which, in the case of a negative number, shall mean a smaller negative number) may be carried over and added to the EBITDA of the current year, but the maximum carry-over to such current year is 10% of the cumulative EBITDA target for such current year. EBITDA Shares that do not vest in a given year will be carried forward and be available for vesting in the following two years (i.e., through 2004 at the latest); provided that unless the Board determines otherwise, no EBITDA Shares relating to fiscal year 1999 or fiscal year 2000 shall be carried forward if negative EBITDA for such years is greater in the aggregate than 27% of the cumulative EBITDA t...
EBITDA Shares. (a) If, for the fiscal year of Parent ending December 31, 2013, Parent has EBITDA equal to or greater than $46,000,000, Parent shall issue to the holders of Company Common Stock outstanding immediately prior to the Effective Time, in the aggregate, that number of shares of Parent Common Stock equal to (i) 248,016 shares plus (ii) an amount equal to 248,016 shares multiplied by the fraction the numerator of which is the actual EBITDA for such fiscal year, but not more than $50,000,000, less $46,000,000, and the denominator of which is $4,000,000.
EBITDA Shares. (a) Section 1.16(a) is hereby deleted in its entirety and the following is substituted in its place and stead:
EBITDA Shares. (a) At the Closing, Parent shall issue the Escrowed EBITDA Shares, which shall be deposited with the Escrow Agent and held pursuant to the terms of the escrow agreement substantially in the form of Exhibit B hereto (the “EBITDA Shares Escrow Agreement”). The EBITDA Shares Escrow Agreement shall provide for the Escrowed EBITDA Shares to be either (i) delivered to the Recipients and the holders of Substitute Options (“Option Holders”) in the same proportion as their proportionate share of the total Company Common Stock and Company Preferred Stock immediately prior to the Effective Time (on a converted-to-Company Common Stock basis and ignoring for such purpose any participating preference payable in respect of any Preferred Stock, and, in the case of Option Holders, the proportionate share is based on the shares of Company Common Stock covered by the Prior Options held by the Option Holder immediately prior to the Effective Time) or (ii) returned to Parent for cancellation, as provided in this Section 1.16.
EBITDA Shares. (a) If, for the fiscal year of Delcorp ending December 31, 2008, Delcorp has EBITDA equal to or greater than $39,300,000, Delcorp shall issue to the holders of Company Certificates, in the aggregate, pursuant to Section 1.5(b), 2,500,000 shares of Delcorp Common Stock.
