Earnout Ratio definition

Earnout Ratio means, for each applicable Earnout Period, the quotient of (i) the difference between (A) Pre-Tax Earnings for that Earnout Period and (B) the Threshold Earnout Level for that Earnout Period and (ii) the difference between (A) the Maximum Earnout Level for that Earnout Period and (B) the Threshold Earnout Level for that Earnout Period; provided, however, that in the event the Threshold Earnout Level for such Earnout Period is equal to or exceeds the Pre-Tax Earnings for the Earnout Period, the Earnout Ratio shall be zero (0).
Sample 1Sample 2Sample 3
Earnout Ratio means the 2014 Earnout Ratio or the 2015 Earnout Ratio;
Sample 1
Earnout Ratio means the percentage obtained by dividing (A) the Selling Margin from Harker’s Only Customers for the twelve (12) month period following the Closing Date by (B) the Selling Margin from Harker’s Only Customers for the twelve (12) month period prior to, and ending on, April 30, 2007.
Sample 1

Examples of Earnout Ratio in a sentence

  • On or prior to the thirtieth (30th) Business Day following the end of Fiscal Year 2015, Purchasers shall prepare and deliver to Selling Shareholder a written report (the “2015 Earnout Report”) with its determination of the 2015 Earnout Ratio and the calculation thereof.

  • This Earnout Ratio will be used to determine the Earnout Amount as if the Earnout Period were the full three years and Sellers will be paid such Earnout Amount less any Earnout Amount paid to Sellers up to the date of the Sales Event.

  • The achievement of this purpose requires clarity about learning objectives and expected student outcomes, flexibility in programming and teaching to accommodate a diverse student population, and commitment of time and resources to these efforts.The Social Work program uses an ecological problem-solving model, grounded in a strengths- based perspective to prepare students for practice.

  • As at reporting date, the Group has assigned a probable Earnout Ratio of 100% being achieved for Milestone 2.

  • In addition, if for two successive fiscal years the Earnout Ratio is less than 0.1, then in Buyer's discretion it may cancel and terminate all remaining Earnout Payments.

  • During the 1995 sampling event one of six samples collected from the hillside/former plant site was found to contain concentrations of lead (702 mg/kg) and arsenic (170 mg/kg) above action levels.

  • On or prior to the thirtieth (30th) Business Day following the end of Fiscal Year 2014, Purchasers shall prepare and deliver to Selling Shareholder a written report (the “2014 Earnout Report”) with its determination of the 2014 Earnout Ratio and the calculation thereof.

  • If the Earnout Ratio described on SCHEDULE 1.4(B) exceeds 0.2 for one or more fiscal years, and then drops below 0.2 for a future fiscal year, then Seller will not be required to repay Earnout Payments previously made by the Buyer.

  • If Selling Shareholder and Purchaser are unable to reach agreement during such sixty (60) calendar day period, they shall promptly thereafter cause an accounting firm of internationally recognized independent public accountants as may be agreed upon by Selling Shareholder and Purchasers in good faith (the “Accounting Referee”) to determine the applicable Earnout Ratio.

  • For the avoidance of doubt, (i) if the Earn-out Ratio is 0.70 or less, the One-Time Employee Bonus Amount shall be zero; (ii) if the Earn-out Ratio is between 0.70 and 0.99, the One-Time Employee Bonus Amount will be equal to the product of the Earn-out Ratio multiplied by $250,000; and (iii) if the Earn-out Ratio is greater than or equal to 1.00, the One-Time Management Bonus Amount will be equal to $250,000.


More Definitions of Earnout Ratio

Earnout Ratio means the fraction equal to (a) 3,057,310 divided by (b) the number of issued and outstanding Subsidiary Shares as of immediately prior to the Effective Time.
Sample 1
Earnout Ratio means, for each applicable Earnout Period, the quotient of (i) the difference between (A) Pre-Tax Earnings for that Earnout Period and (B) the Threshold
Sample 1
Earnout Ratio means, for each applicable Earnout Period, the quotient of (i) the difference between (A) Pre-Tax Earnings for that Earnout Period and (B) the Threshold Earnout Level for that Earnout Period divided by (ii) $2,000,000; provided, however, that in the event the Threshold Earnout Level for such Earnout Period is equal to or exceeds the Pre-Tax Earnings for the Earnout Period, the Earnout Ratio shall be zero (0).
Sample 1
Earnout Ratio at any time means the number of Class A Shares and the number of Class B Shares which a holder is entitled to receive upon the due exercise of one whole Warrant, which initially is 0.0349264 of a Class A Share and 0.0349264 of a Class B Share, respectively, being the earnout ratio set forth in the Allocation Schedule, subject to adjustment in accordance with the provisions of Article 4.
Sample 1
Earnout Ratio means (a) 1,500,000, divided by (b) the total number of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time (including (i) shares of Company Common Stock issued upon the conversion of Company Preferred Stock described in Section 3.1(a), including following the conversion of Convertible Notes immediately prior to the Company Preferred Stock Conversion as provided in the Company Support Agreements, and (ii) any shares of Company Common Stock issued or issuable upon the exercise of all Company Options and Company Warrants, in each case, on a net exercise basis).
Sample 1

Related to Earnout Ratio

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Consolidated Capitalization Ratio on the last day of any fiscal quarter, the ratio of (a) Consolidated Total Indebtedness to (b) Consolidated Capital.

  • Consolidated Total Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Adjusted Leverage Ratio means, on any date of determination, the ratio of (i) Adjusted Liabilities to (ii) Tangible Net Worth.

  • Allocation Ratio With respect to any Series, as defined in the related Supplement.

  • Percentage Ratio means with respect to a Trust, the percentage relationship among the Securities based on the number of contracts of each Option per Unit, the principal amount of each Bond per Unit and the number of shares of each Equity Security per Unit compared to all Securities attributable to each Unit existing immediately prior to the related additional deposit of Securities. The Percentage Ratio shall be adjusted to the extent necessary, and may be rounded, to reflect the occurrence of a stock dividend, a stock split or a similar event which affects the capital structure of the issuer of a security."

  • Adjusted Quick Ratio is the ratio of (a) Quick Assets to (b) Current Liabilities minus the current portion of Deferred Revenue.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Adjustment ratio means the value of index A divided by index

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Net Leverage Ratio means, at any time, the ratio of (a)(i) Consolidated Total Indebtedness at such time minus (ii) the Qualified Cash Amount to (b) Consolidated EBITDA for the most recently completed period of four fiscal quarters.

  • Total Net Leverage Ratio means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Test Period.

  • Consolidated Total Debt Ratio means, as of any Applicable Calculation Date, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries, minus cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries, in each case, computed as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the Applicable Calculation Date to (2) the Issuer’s Consolidated EBITDA for the Applicable Measurement Period, in each case with such pro forma adjustments to Consolidated Total Indebtedness, cash, Cash Equivalents and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio; provided that, for purposes of the calculation of Consolidated Total Debt Ratio, in connection with the incurrence of any Indebtedness pursuant to Section 10.11, the Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment (any such amount elected until revoked as described below, an “Elected Amount”) under any Indebtedness which is to be incurred (or any commitment in respect thereof) as being incurred as of the Applicable Calculation Date and (1) any subsequent incurrence of such Indebtedness under such commitment (so long as the total amount under such Indebtedness does not exceed the Elected Amount) shall not be deemed, for purposes of this calculation, to be an incurrence of additional Indebtedness at such subsequent time, (2) the Issuer may revoke an election of an Elected Amount pursuant to an Officer’s Certificate delivered to the Trustee and (3) for purposes of all subsequent calculations of the Consolidated Total Debt Ratio, the Elected Amount (if any) shall be deemed to be outstanding, whether or not such amount is actually outstanding, so long as the applicable commitment remains outstanding.

  • Expense Ratio is defined as a Fund's annual investment management fees and expenses (excluding taxes, interest, all brokerage commissions, other normal charges incident to the purchase and sale of portfolio securities, and extraordinary expenses) as a percentage of such Fund's daily net asset value.

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness as of such date and (b) without duplication, the Reserved Indebtedness Amount as of such date to (y) LTM EBITDA.

  • Consolidated Net Leverage Ratio means, on any Transaction Date, the ratio of (a) Consolidated Funded Indebtedness as of such date minus cash and Temporary Cash Investments of the Issuers and the Restricted Subsidiaries to (b) Consolidated EBITDA for the then applicable Four Quarter Period. The Consolidated Net Leverage Ratio shall be calculated consistent with the pro forma adjustments contemplated by the numbered paragraphs included in the definition of Interest Coverage Ratio.

  • Net Total Leverage Ratio means, on any date, the ratio of (A) (i) without duplication, the aggregate principal amount of any Consolidated Debt of the Borrower and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) Adjusted EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

  • Capitalization Ratio means, at any date of determination, the ratio of (a) Funded Debt to (b) Capitalization.

  • Adjusted Dilution Ratio means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.

  • Current Ratio means the ratio of Current Assets to Current Liabilities.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • Maximum Leverage Ratio shall have the meaning assigned thereto in the Pricing Side Letter.