Third Year Period Sample Clauses
Third Year Period. Following the end of the Third Year Period, the Purchaser shall issue to the Sellers, in accordance with this Section 2.5, a payment of Additional Consideration as follows:
(A) If (1) the EBITDA of the New Business Segment for the First Year Period is greater than or equal to the Additional Consideration Target, (2) in the event of a Missed First Year Target, the EBITDA of the New Business Segment for the Second Year Period is greater than or equal to the Additional Consideration Target, or (3) in the event of both a Missed First Year Target and a Missed Second Year Target, the EBITDA of the New Business Segment for the Third Year Period is greater than or equal to the Additional Consideration Target, then the Purchaser shall issue to the Sellers that number of shares of Common Stock equal to the quotient obtained by dividing $3,111,112 by the Closing Share Price (the “Third Year Stock Issuance”, and each of the First Year Stock Issuance, the Second Year Stock Issuance and the Third Year Stock Issuance an “Earn-Out Stock Issuance”).
(B) If, in the event of a Missed First Year Target and a Missed Second Year Target, the EBITDA of the New Business Segment for the Third Year Period is less than the Additional Consideration Target (a “Missed Third Year Target” and together with each of a Missed First Year Target and a Missed Second Year Target, a “Missed Target”), then the Purchaser shall issue to the Sellers that number of shares of Common Stock equal to (x) the Target Percentage for the Third Year Period multiplied by (y) the Third Year Stock Issuance (the “Adjusted Third Year Stock Issuance”, and each of the Adjusted First Year Stock Issuance, the Adjusted Second Year Stock Issuance and the Adjusted Third Year Stock Issuance, an “Adjusted Earn-Out Stock Issuance”); provided that, if the EBITDA of the New Business Segment for the Third Year Period is less than the EBITDA Floor, Purchaser shall have no obligation to pay any Adjusted Third Year Stock Issuance to Sellers at the end of the Third Year Period.
Third Year Period. Following the end of the Third Year Period, if the Third Year Earn-Out Net Income exceeds the greater of (a) the Additional Consideration Target, (b) the First Year Earn-Out Net Income and (c) the Second Year Earn-Out Net Income (the amount of such excess, the “Third Year Excess Amount”), then Parent shall pay to the Members an amount equal to the Third Year Excess Amount in accordance with Section 2.9(c)(v).
Third Year Period. If and only if the total purchase price of all products and services purchased by the Motorola Group during the year commencing on the Second Anniversary and ending on the Third Anniversary (the "Third Year Period") is at least $160,000,000 from the ASE Group and US$75,000,000 from Buyer, Buyer shall deliver to Seller within 30 days following the Third Anniversary an amount calculated as follows:
(1) If the total purchase price of all products and services purchased from the ASE Group during the Third Year Period (the "Third Year ASE Group Total") is more than $200,000,000 then the amount shall be $7,333,333;
(2) If the Third Year ASE Group Total is more than $185,000,000 but less than or equal to $200,000,000 then the amount shall be calculated as follows: (Third Year ASE Group Total/ $600,000,000) x $23,333,333);
(3) If the Third Year ASE Group Total is more than $170,000,000 but less than or equal to $185,000,000 then the amount shall be calculated as follows: ((Third Year ASE Group Total/ $600,000,000) x $23,333,333) x 87.5%; or
(4) If the Third Year ASE Group Total is more than $160,000,000 but less than or equal to $170,000,000 then the amount shall be calculated as follows: ((Third Year ASE Group Total/ $600,000) x $23,333,333) x 80%.
Third Year Period. The subsequent payment corresponding to the Third Year Period (the “Third Earnout Payment”), shall be the Third Earnout Payment for the Third Year Period, provided that the Third Year Achieved Revenue and the Minimum Gross Margin is greater than or equal to the Third Year Target Revenue and the Minimum Gross Margin. If the Third Year Achieved Revenue is: (i) less than the Third Year Target Revenue, and (ii) less than the Minimum Gross Margin, then the Earnout Payment for the Third Year Period shall be equal to zero. Alternatively, however, if the Third Year Achieved Revenue is greater than or equal to the target revenue of any subsequent years target revenue, and there is a Minimum Gross Margin corresponding to that year, then in that event the Earnout Payment shall be the Earnout Payment corresponding to the year for which the target revenue was achieved. However, at no time shall the aggregate Earnout Payments exceed the Maximum Earnout Payment.