Earnout Trigger definition

Earnout Trigger has the meaning set forth in Section 3.6(a).
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Earnout Trigger has the meaning set forth in the Merger Agreement.
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Earnout Trigger means the day on which any Earnout Amount becomes payable pursuant to clause (i)(A) or (ii)(A), (i)(B) or (ii)(B), (i)(C) or (ii)(C), or (i)(D) or (ii)(D) of Section 2.5(a).
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Examples of Earnout Trigger in a sentence

  • If the Earnout Trigger Event occurs prior to the one-year anniversary of the Effective Time and results in an Earnout Trigger Price that is greater than $10.00, but less than $12.00, then only a portion of the First Tranche Shares shall be issued to the Legacy SpringBig shareholders and Engaged Option Holders equal to the First Tranche Shares multiplied by a fraction calculated as: (A) the numerator of which shall be the Earnout Trigger Price minus $10 and (B) the denominator of which is 2.

  • Forfeiture Date Tenth anniversary of the consummation of the Nexeo Business Combination, solely in the event that the Earnout Trigger has not been met.

  • If the Earnout Trigger Event occurs at any time during the 60 months following the effective time and results in an Earnout Trigger Price that is equal to or greater than $15.00, but less than $18.00, then only the First Tranche Shares and Second Tranche Shares shall be issued to the Legacy SpringBig shareholders and Engaged Option Holders .

  • Antidilution Protection Founder Shares will not participate in dividends or other distributions with respect to the shares prior to the Earnout Trigger being met, whereupon the number of Founder Shares shall be entitled to all dividends and distributions paid on the common stock after the Nexeo Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date.

  • If the Earnout Trigger Event occurs after the one-year anniversary of the Closing Date and results in an Earnout Trigger Price that is less than $12.00, then none of the Contingent Shares shall be issued.

  • The Company shall provide all holders of the Class B Non-Voting Common Shares written notice as promptly as practicable following (a) the date of a Class B Automatic Conversion Event informing the holders of the occurrence of a Class B Automatic Conversion Event or (b) the final date of the Earnout Period that a Class B Earnout Trigger Event was not satisfied as of the end of the Earnout Period and that the Class B Non-Voting Common Shares will be redeemed in accordance with these Articles.

  • The Company shall provide all holders of the Class C Non-Voting Common Shares written notice as promptly as practicable following (a) the date of a Class C Automatic Conversion Event informing the holders of the occurrence of a Class C Automatic Conversion Event or (b) the final date of the Earnout Period that a Class C Earnout Trigger Event was not satisfied as of the end of the Earnout Period and that the Class C Non-Voting Common Shares will be redeemed in accordance with these Articles.

  • For this purpose, an “Earnout Trigger” will occur (i) if, for the immediately preceding fiscal year beginning on January 1, FFO is determined to be greater than or equal to $1.55 or (ii) on the thirty-six (36) month anniversary of the Closing Date; provided, that in no event can the Earnout Trigger occur (and the Earnout Amount be paid) more than once.

  • Without limiting the generality of the foregoing, Parent will not take any action with respect to the conduct of the business of the Surviving Entity post-Closing with the intent to prevent or frustrate the occurrence of any Earnout Trigger.

  • SmartServ shall issue to the nReach Shareholders (on a pro-rata basis in their Pro Rata Percentages) one share of Common Stock for every one dollar of SmartServ Revenue in excess of $7,200,000 (the "Earnout Trigger") during the Earnout Period.


More Definitions of Earnout Trigger

Earnout Trigger has the meaning set forth on Exhibit I attached hereto.
Sample 1

Related to Earnout Trigger

  • Carve-Out Trigger Notice means a written notice delivered by the Administrative Agent or the Required Lenders (which delivery may be made by any electronic method of transmission) to the Borrower and its counsel, the United States Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and continuance of an Event of Default, and stating that the Post-Carve-Out Trigger Notice Cap has been invoked.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Shared Loss Payment Trigger means when the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Shared-Loss Amount under the Commercial and Other Assets Shared-Loss Agreement, exceeds the First Loss Tranche. If the First Loss Tranche is zero or a negative number, the Shared Loss Payment Trigger shall be deemed to have been reached upon Bank Closing.

  • Cumulative Loss Trigger Event If, with respect to any Distribution Date, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period, divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable Cumulative Loss Percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Cumulative Loss Percentage March 2008 through February 1.400% for the first month, plus an additional 2009 1/12th of 1.750% for each month thereafter (e.g., 2.275% in September 2008) March 2009 through February 3.150% for the first month, plus an additional 2010 1/12th of 1.750% for each month thereafter (e.g., 4.025% in September 2009) March 2010 through February 4.900% for the first month, plus an additional 2011 1/12th of 1.400% for each month thereafter (e.g., 5.600% in September 2010) March 2011 through February 6.300% for the first month, plus an additional 2012 1/12th of 0.750% for each month thereafter (e.g., 6.675% in September 2011) March 2012 and thereafter 7.050%

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Covenant Trigger Period means the period (a) commencing on the date that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $50,000,000 and (b) continuing until there has been a period of 30 consecutive days thereafter during which at all times (i) no Event of Default exists and (ii) Availability shall have been not less than the greater of (x) 10% of Available Credit and (y) $50,000,000.

  • Moody’s First Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”.

  • Prepayment Distribution Trigger With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates.

  • Initial Triggering Event means any of the following events or transactions occurring after the date hereof:

  • Flip-In Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Moody’s Second Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Milestone Date means the date set against the relevant Milestone in the Implementation Plan;

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Class Prepayment Distribution Trigger For a Class of Subordinate Certificates for any Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate Current Principal Amount of such Class and each Class of Subordinate Certificates subordinate thereto, if any, and the denominator of which is the Scheduled Principal Balance of all of the Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of the Closing Date.

  • Downgrade Event means, unless otherwise specified on the Cover Sheet, for a Party means that Party’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or becomes no longer rated by either S&P or Moody’s.