Performance Threshold Sample Clauses

Performance Threshold. The distribution of the Escrow Shares shall be based upon the following performance threshold (the “Performance Threshold”) for the fiscal year ended December 31, 2011 (“Fiscal Year 2011”): (a) The Fiscal Year 2011 Performance Threshold shall be audited Net Income equal to or greater than $10.0 million (the “2011 PT”). (b) For the purposes of this Agreement, “Net Income” shall be defined in accordance with US GAAP and reported by the Company in its audited financial statements for the Fiscal Year 2011; provided, however, that Net Income for Fiscal Year 2011 shall be increased by any non-cash charges incurred (i) as a result of the Financing Transaction, including without limitation, as a result of the issuance and/or conversion of the Preferred Shares, and the issuance and/or exercise of the Warrants, (ii) as a result of the release of the Escrow Shares to the Principal Stockholder and/or the Purchasers, as applicable, pursuant to the terms of this Agreement, (iii) as a result of the issuance of warrants to any placement agent and its designees in connection with the Financing Transaction, (iv) the exercise of any warrants to purchase Common Stock outstanding as of the date hereof, (v) the issuance under any performance based equity incentive plan adopted by the Company, provided the issuances in the aggregate do not exceed 5% of the shares of Common Stock outstanding as of the Closing Date, and (vi) the issuance of securities at no less than the then-applicable fair market value to advisors or consultants (including, without limitation, financial advisors and investor relations firms) in connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the Board of Directors; (vii) issuance of securities to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Board of Directors. Net Income will also be increased to adjust for any cash or non-cash charges resulting from the payment of dividends on the Preferred Shares in connection with the Financing Transaction.

Performance Threshold. (a) For purposes of this Agreement, the “Performance Threshold” for any year shall be satisfied if the XXX (as defined below) for that year is greater than the 5 Yr Avg Cost of LT Debt (as defined below) for that year. (b) The “XXX” for any year shall be calculated by dividing the Company’s Adjusted Net Income (as defined below) for the year by the Average Equity (as defined below) for the year. Subject to adjustment in accordance with Section 2.2(c) below, the Company’s “Adjusted Net Income” for any year shall be equal to the Company’s net income attributable to common shareholders for the year, as set forth in the audited consolidated statement of income of the Company and its subsidiaries for the year. Subject to adjustment in accordance with Section 2.2(c) below, “Average Equity” for any year shall mean the average of the Company’s total common stock equity as of the last day of the year and the Company’s total common stock equity as of the last day of the prior year, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date. (c) The Committee may, at any time, approve adjustments to the calculation of XXX to take into account such unanticipated circumstances or significant, non-recurring or unplanned events as the Committee may determine in its sole discretion, and such adjustments may increase or decrease XXX. Possible circumstances that may be the basis for adjustments shall include, but not be limited to, any change in applicable accounting rules or principles; any gain or loss on the disposition of a business; impairment of assets; dilution caused by Board approved business acquisition; tax changes and tax impacts of other changes; changes in applicable laws and regulations; changes in rate case timing; changes in the Company’s structure; and any other circumstances outside of management’s control. (d) The “5 Yr Avg Cost of LT Debt” for any year shall mean the average of five numbers consisting of the Avg Cost of LT Debt (as defined below) for that year and for each of the four preceding years. The “Avg Cost of LT Debt” for any year shall be equal to the sum of the Weighted Costs (as defined below) calculated for each series or tranche of long-term debt of the Company outstanding on the last day of the year. The “Weighted Cost” for a series or tranche of long-term debt as of any date shall be calculated by multiplying the Effective Interest Rate (as defined below) on the debt ...

Performance Threshold. If the Company does not achieve the specified percentage, which is based on a scale of 100%, of the following Performance Thresholds, the Escrowed Shares shall be disbursed to the Investors as set forth herein: (a) Fiscal Year 2008 Performance Threshold – the Lessor of: Reported Net Income of at least $5.6 million or fully diluted EPS (share count includes all outstanding common shares, preferred shares, warrants and options) of $0.16 per share (the “2008 PT”); (b) Fiscal Year 2009 Performance Threshold – the Lessor of: Reported Net Income of at least $7.2 million or fully EPS (share count includes all outstanding common shares, preferred shares, warrants and options) of $0.20 per share (the “2009 PT”). (c) Each Performance Threshold shall be determined as of the date the Company’s audited financial statements for the corresponding fiscal year are required to be filed with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended (each such date for each of the applicable fiscal years being hereinafter referred to as the “Audit Date”); and, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, and therefore prepares and furnishes the documents required by Section 6 of the Registration Rights Agreement, the Performance Threshold shall be determined in accordance with such prepared documents and at such time.

Performance Threshold. (a) For purposes of this Agreement, the “Performance Threshold” for any year shall be satisfied if the ROE (xx defined below) for that year is greater than the 5 Yr Avg Cost of LT Debt (as defined below) for that year. (b) The “ROE” xxr any year shall be calculated by dividing the Company’s Adjusted Net Income (as defined below) for the year by the Average Equity (as defined below) for the year. Subject to adjustment in accordance with Section 2.2(c) below, the Company’s “Adjusted Net Income” for any year shall be equal to the Company’s net income attributable to common shareholders for the year, as set forth in the audited consolidated statement of income of the Company and its subsidiaries for the year. Subject to adjustment in accordance with Section 2.2(c) below, “Average Equity” for any year shall mean the average of the Company’s total common stock equity as of the last day of the year and the Company’s total common stock equity as of the last day of the prior year, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date. (c) The following adjustments shall be made in the calculation of ROE, xx applicable:

Performance Threshold. (a) For purposes of this Agreement, the “Performance Threshold” for any year shall be satisfied if the XXX (as defined below) for that year is greater than the 5 Yr Avg Cost of LT Debt (as defined below) for that year. (b) The “XXX” for any year shall be calculated by dividing the Company’s net income attributable to common shareholders for the year (as set forth in the audited consolidated statement of income of the Company and its subsidiaries for the year) by the Average Equity (as defined below) for the year. “Average Equity” for any year shall mean the average of the Company’s total common stock equity as of the last day of the year and the Company’s total common stock equity as of the last day of the prior year, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date.

Performance Threshold. Starting Program Year 10, the Program will enroll, actively manage, and protect 500 active riparian habitat acres.

Performance Threshold. Starting Year 5 following the execution of the Funding Agreement, 353 acres of permanently protected vernal pool complex managed to support increased vernal pool complex functionality.

Performance Threshold. On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $5 billion (a “Performance Date”), the CFO shall be granted a number of RSUs equal to (a) $1,620,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $7.5 billion (also a “Performance Date”), the CFO shall receive a number RSUs equal to (a) $810,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $10 billion (also a “Performance Date”), the CFO shall receive a number RSUs equal to (a) $810,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. Performance-Based Award Grant Date As soon as practicable following achievement of the applicable Performance Date. Vesting Schedule • If a Performance-Based Equity Award is granted prior to the first anniversary of the Start Date (the “First Anniversary”), such award shall fully vest on the earlier to occur of (i) the First Anniversary and (ii) the effective date of a change in control, subject, in either case, to the CFO’s continued employment in good standing by the Company through the vesting date. • If a Performance-Based Equity Award is granted on or after the First Anniversary, such award shall be fully vested on the grant date. Alternative Award Vehicles In the event the transactions contemplated by the Merger Agreement are not consummated for any reason (or in the event the Merger Agreement is terminated in accordance with its terms), subject to approval by the then-current Board, the Company shall arrange for the grant of alternative equity or equity-based awards (such as option awards or RSU awards with a liquidity event requirement) to the CFO in lieu of the Time-Based Equity Award and the Performance- Based Equity Awards, with such alternative award vehicles (a) providing equivalent Total Equity Award Value and (b) subject to substantially similar terms and conditions as the Time-Based Equity Award and the Performance-Based Equity Awards.

Performance Threshold. Beginning in Program Year 10, the Program will deliver a five-year annual average of 32,500 acre-feet per year of recycled water within the irrigation season (April through October) and a five-year annual average of 8,750 acre-feet per year of recycled water within the winter season (November through March) to the Water Delivery Area for agricultural operations including irrigation and Sandhill crane habitat.

Performance Threshold. (1) The Transferors shall be responsible to register the equity transfer under this Agreement with the relevant administrative bureau for industry and commerce. Meantime, Party B shall pledge the remaining 49% of the equity interest of the Target Company he holds (the “Pledged Equity”) to Party A and shall register the aforementioned pledge with the relevant administrative bureau for industry and commerce, as a guarantee for Party B’s payment of “2012 Cash Compensation” and performance of other obligations by the Transferors hereunder. (2) The Existing Shareholders agree to ensure that the audited net profit after tax of the Target Company (the “Actual Net Profit of 2012”) in the fiscal year of 2012 reach RMB 15,800,000 Yuan (the “2012 Performance Threshold”) (3) In the event that the Actual Net Profit of 2012 is less than 95% of the 2012 Performance Threshold, Party B agrees to compensate Party A with cash, which means, Party B shall pay Party A the amount of RMB equivalent to the shortfall between 95% of 2012 Performance Threshold and the Actual Net Profit of 2012 (which shortfall amount shall be referred to as the “2012 Cash Compensation”). The parties shall confirm in writing whether or not Party B shall compensate Party A and the amount of the compensation (if any) based on the audit report and this Agreement within fifteen (15) working days after the completion of 2012 audit of the Company. Party B shall remit full amount of the 2012 Cash Compensation to the account designated by Party A within fifteen (15) working days following the confirmation of the amount of the 2012 Cash Compensation (if any). Party A shall cancel the pledge of 49% equity and assist Party B in the change of registration within thirty (30) working days following the confirmation that Party B does not need to pay the 2012 Cash Compensation or Party A’s full receipt of the 2012 Cash Compensation. (4) The net profit of the Target Company shall be determined by audit report issued by an independent auditor collectively designated Party A and Party B. The audit fee shall be borne by the Company.