Earnout Target definition

Earnout Target has the meaning set forth in Section 2.6(a).

Earnout Target means any of the performance targets set forth in Section 1.14.

Earnout Target means $1,018,300,000, subject to any adjustment required to be made pursuant to Section 2.13(b).

Examples of Earnout Target in a sentence

• For example, if actual Revenue during the applicable Earnout Period is ninety percent (90%) of the Earnout Target, the Earnout Payment will be decreased proportionally by ten percent (10%).

• If Seller and the Purchaser Parties are unable to reach agreement during such thirty (30) calendar day period, they shall promptly thereafter cause an accounting firm of internationally recognized independent public accountants as may be agreed upon by Seller and the Purchaser Parties in good faith (the “Accounting Referee”) to determine whether the applicable Earnout Target has been achieved.

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• In addition, if actual Revenue recorded during the Earnout Period is equal to or less than seventy-five percent (75%) of the Earnout Target, no Earnout Payment shall be payable.

• On or prior to May 25, 2014, the Purchaser Parties shall prepare and deliver to Seller a written report (the “Monthly Earnout Report”) with their determination of achievement of the Monthly Earnout Target and the calculation thereof.

More Definitions of Earnout Target

Earnout Target means, for any Initial Earnout Year, the Net Profit set forth opposite such Initial Earnout Year in the table below: Year ended December 31, 2015 $17,210,000 Year ended December 31, 2016 $25,610,000 Year ended December 31, 2017 $34,090,000 Year ended December 31, 2018 $40,060,000 Total $116,970,000 “Earnout Period” means the period beginning on the Closing Date and ending on December 31, 2018, as extended by the Extended Earnout Years pursuant to Section 4.

Earnout Target means the Monthly Earnout Target or the Revenue Earnout Target, as applicable.

Earnout Target means the milestones as set forth on Schedule 1.3.

Earnout Target means…an EBITDA of at least One Million Seven Hundred Thousand Dollars ($1,700,000)….

Earnout Target shall have the meaning set forth in Section 1.8(a).

Earnout Target means Cumulative Revenue of $86,000,000.

Earnout Target means either the First Earnout Target or the Second Earnout Target, as applicable. (x) “First Earnout Amount” shall have the following meaning: (1) if New Enrollments during the First Earnout Period are less than or equal to the First Earnout Threshold, then the “First Earnout Amount” shall mean an amount equal to zero; (2) if New Enrollments during the First Earnout Period are greater than the First Earnout Threshold but less than the First Earnout Target, then the “First Earnout Amount” shall mean an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator of which is the New Enrollments during the First Earnout Period, and (y) the denominator of which is the First Earnout Target; and (3) if New Enrollments during the First Earnout Period are equal to or greater than the First Earnout Target, or if an Earnout Default Event is finally determined pursuant to Section 1.2 to have occurred during the First Earnout Period, then the “First Earnout Amount” shall mean an amount equal to $15,000,000; provided, however, notwithstanding anything else set forth herein, that the First Earnout Amount shall under no circumstances exceed $15,000,000. (xi) “First Earnout Cash Consideration” shall mean an amount of cash equal to (1) the First Earnout Amount multiplied by 66.67% minus (2) the Change in Control Payments payable in connection with the payment of the First Earnout Amount. (xii) “First Earnout Stock Consideration” shall mean a number of shares of Parent Common Stock equal to the quotient of (A) an amount equal to the First Earnout Amount multiplied by 33.33%, divided by (B) the Parent Trading Price. (xiii) “First Earnout Period” shall mean a period of time that commences at 12:01 AM Pacific Time on January 1, 2018 (regardless of whether the Closing should occur prior to or after January 1, 2018) and ends at 11:59 PM Pacific Time on December 31, 2018. (xiv) “First Earnout Target” shall have the meaning set forth in Schedule 1.2(a)(xiv). (xv) “First Earnout Threshold” shall have the meaning set forth in Schedule 1.2(a)(xv). (xvi) “New Enrollments” shall have the meaning set forth in Schedule 1.2(a)(xvi). (xvii) “Second Earnout Amount” shall have the following meaning: (1) if New Enrollments during the Second Earnout Period are less than or equal to the Second Earnout Threshold, then the “Second Earnout Amount” shall mean an amount equal to zero; (2) if New Enrollments during the Second Earnout Period are greater than the Second Earnout Threshold b...