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).
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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.
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Earnout Ratio means the 2014 Earnout Ratio or the 2015 Earnout Ratio;
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Examples of Earnout Ratio in a sentence

  • 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.

  • The fees and expenses of the Accounting Referee shall be paid by Selling Parties, unless the applicable Earnout Ratio as determined by the Accounting Referee is higher than the Earnout Ratio as provided in the applicable Earnout Report, in which case, such fees and expenses shall be paid by Purchasers.

  • 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.

  • Within ten (10) days following the Performance Earn-out Payment Deadline (or, if applicable, the final resolution of a Performance Earn-out Payment Dispute in accordance with the terms of Sections 1.7(j) and (k) herein), Buyer shall promptly pay each Eligible Stockholder for each share of Company Common Stock held by such Eligible Stockholder immediately prior to the Effective Time an amount of cash equal to the Cash Earn-out Ratio.

  • Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), each of the Exchange Ratio and the Earnout Ratio will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Ratio or the Earnout Ratio, as applicable, in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment.

  • 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.

  • 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.

  • 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.

  • 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.


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.
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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).
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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
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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).
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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.
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Related to Earnout Ratio

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

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

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

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

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

  • Consolidated Total Debt Ratio as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) Pro Forma EBITDA.

  • 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 set forth in Section 3.6(a).

  • Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

  • Consolidated Net Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date, minus unrestricted cash and Cash Equivalents of the Loan Parties on deposit with financial institutions located in the United States, not to exceed $75,000,000 to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

  • 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: