Missed Floor Years Sample Clauses

Missed Floor Years. In the event the EBITDA Floor is not achieved in either the First Year Period or the Second Year Period (a “Missed Floor Year”), and in a subsequent Measuring Period or Measuring Periods, EBITDA exceeds the Additional Consideration Target (the amount by which EBITDA exceeds the Additional Consideration Target, in the aggregate for all such Measuring Periods, the “EBITDA Excess Amount”), and such EBITDA Excess Amount is equal to or greater than the amount by which the EBITDA Floor was not achieved in a Missed Floor Year, the EBITDA Excess Amount will, for purposes of calculating the Additional Consideration, be applied to the EBITDA of such Missed Floor Year (but only with respect to the Missed Floor Year in which EBITDA was closest to the EBITDA Floor, and not both of such Missed Floor Years, in the event there is more than one Missed Floor Year). Pursuant to such application, the EBITDA Floor will be deemed to have been achieved for such applicable Missed Floor Year, and the Sellers shall be entitled to receive, without duplication, the full stock issuance of Additional Consideration they would have been entitled to receive under Section 2.5(c)(iv)(A) above as if the EBITDA Floor had been achieved for such Missed Floor Year. For the sake of clarity, in the event that the remaining EBITDA Excess Amount is insufficient to increase the EBITDA in the applicable Missed Floor Year such that the EBITDA Floor is achieved for such Missed Floor Year, the EBITDA Floor will not be deemed to have been reached for such Missed Floor Year and no further payments of Additional Consideration shall be made with respect to any Missed Floor Years.
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Related to Missed Floor Years

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