Earnout Trigger Event definition

Earnout Trigger Event means the occurrence of any of the following:
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Earnout Trigger Event has the meaning specified in Section 3.4(d).
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Earnout Trigger Event means (i) a Change of Control after which Xxxxxxx Xxxxxx ceases to be the executive in charge of the Business, (ii) the direct or indirect acquisition by Buyer or any of Buyer’s Affiliates of a controlling interest in one or more seismic processing businesses (whether acquired through equity purchase, asset purchase, contractual arrangement, or otherwise) with aggregate gross annual revenues in the seismic processing business of at least $25,000,000, or (iii) the direct or indirect acquisition of a controlling interest in Buyer (whether acquired through equity purchase, asset purchase, contractual arrangement, or otherwise) by a purchaser with aggregate consolidated gross annual revenues in the seismic processing business of at least $25,000,000. Buyer will be deemed to have a controlling interest in another business if that other business is an Affiliate of Buyer or if Buyer, directly or indirectly, has the power to direct or cause the direction of the management and policies of that other business or has at least 50% of the economic interest in that other business. As used in Section 3.4(d), the term “Change in Control” shall have the meaning set forth in the Form of Employment Agreement, attached hereto as Exhibit E.
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Examples of Earnout Trigger Event in a sentence

  • If the Earnout Trigger Event occurs at any time during the 60 months following the Closing Date and results in an Earnout Trigger Price that is equal to or greater than $15.00, but less than $18.00, then only the portion of the Company Contingent Shares identified in Section 4.04(a)(i) and (ii) shall be issued to the Company Stockholders and Engaged Option Holders in accordance with the provisions set forth in this Section 4.04.

  • 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.

  • 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.

Related to Earnout Trigger Event

  • 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.

  • Cumulative Loss Trigger Event With respect to any Distribution Date, a Cumulative Loss Trigger Event exists if 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 Prepayment 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 ------------------------------ -------------------------- May 2008 through April 2009 1.400% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 2.250% in November 2008) May 2009 through April 2010 3.100% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 3.950% in November 2009) May 2010 through April 2011 4.800% for the first month, plus an additional 1/12th of 1.400% for each month thereafter (e.g., 5.500% in November 2010) May 2011 through April 2012 6.200% for the first month, plus an additional 1/12th of 0.700% for each month thereafter (e.g., 6.550% in November 2011) May 2012 and thereafter 6.900%

  • Trigger Event shall have the meaning specified in Section 14.04(c).

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

  • 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.

  • Ratings Trigger Event has the meaning set forth in Section 3.14 of the Sale and Servicing Agreement.

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Covenant Trigger Period means the period (a) commencing on the day that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $20,000,000 and (b) continuing until, at all times thereafter for a period of 30 consecutive days during which, (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) $20,000,000.

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • 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”.

  • 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.

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Delinquency Trigger Event means, for any Collection Period, the aggregate Principal Balance of Delinquent Receivables that have been Delinquent Receivables for 61 days or more as a percentage of the Pool Balance as of the last day of the Collection Period exceeding or being equal to 6.62%.

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

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

  • 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.

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

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • Final Trigger Level means 85.00%, being a percentage against which the performance of the Index will be measured in order to determine the Final Redemption Amount.

  • Sequential Trigger Event With respect to any Distribution Date, a Sequential Trigger Event is in effect if (a) with respect to any Distribution Date occurring before July 2009, the circumstances in which the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds 0.20% and (b) with respect to any Distribution Date occurring in or after July 2009, a Trigger Event is in effect.

  • 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).

  • 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”.

  • 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.