Earnout Years definition

Earnout Years means the three twelve-month periods commencing on the first day of the month immediately following the month in which the Closing occurs (or such other date as the parties agree) and ending on the first, second and third anniversary of such date and each such period is an "Earnout Year."
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Earnout Years means each of the three years following the Closing Date:
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Earnout Years as defined in Section 1.2(c);
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Examples of Earnout Years in a sentence

  • Purchaser agrees to make additional payments (the "Earnout Payments" and each, an "Earnout Payment"), to Seller based on the amount of Gross Profit earned during the Earnout Years.

  • To the extent that the Gross Profit of the Business is less than (i) $5,833,333.33 during Earn-out Year One and (ii) $7,000,000.00 during Earn-out Year Two, Buyer shall receive a credit equal to such negative amount against any Earn-out Amount to be paid to Seller for any following Earn-out Year(s).

  • Purchaser shall use Diligent Efforts to maximize Deemed Net Revenue during the Earnout Years.

  • Conversely, if an Australian Individual Target Level is exceeded in a particular Earnout Year, the amount of such excess can be carried over to a subsequent Earnout Year (or Earnout Years) to determine the Australian Individual Earnout Amount for such subsequent Earnout Year.

  • During the Earnout Years, Buyer shall not add any retail branches within seventy-five (75) miles of any Division branch existing as of the Closing Date, unless such additional branches are operated within the Division.

  • In the event that an applicable Earnout Milestone is not met during the applicable Earnout Year(s), the Company Shareholders shall not be entitled to receive any of the Earnout Shares for such Earnout Milestone.

  • In the event that an Earnout Target is not met for any Earnout Year, the Sellers shall not be entitled to receive any Earnout Shares for such Earnout Year; provided, that in the event that the aggregate Purchaser Adjusted Net Income for both Earnout Years combined is at least Four Hundred and Ninety Five Million Renminbi (RMB495,000,000) (the “Aggregate Earnout Target”), the Sellers shall be entitled to receive any Earnout Shares that they otherwise did not receive (the “Alternative Earnout”).

  • Any Earnout Payment Amounts shall be made within five (5) Business Days after the final determination of Revenues for the applicable Earnout Year(s) and shall be made in cash by wire transfer by Purchaser of immediately available funds to an account designated by the Selling Stockholder.

  • Notwithstanding any other provision in this Agreement, the maximum aggregate amount of Earnout Payments payable hereunder during the four Earnout Years is $5 million.

  • Geothermal facilities would be required to submit a test plan for review and approval, rather than rely on a default emission factor that often results in inaccurate and non-representative emissions estimates for these facilities.


More Definitions of Earnout Years

Earnout Years means the following time periods: (i) the twelve (12) month period commencing on January 1, 2014 and ending on December 31, 2014 (the “First Earnout Year”); (ii) the twelve (12) month period commencing on January 1, 2015 and ending on December 31, 2015 (the “Second Earnout Year”); and (iii) the twelve (12) month period commencing on January 1, 2016 and ending on December 31, 2016 (the “Third Earnout Year”). Each of the First Earnout Year, the Second Earnout Year and the Third Earnout Year, as applicable, shall be an “Earnout Year.”
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Related to Earnout Years

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

  • First Year means the intake group of Students for the most junior class or year in a school.

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Planning Period Quarter means any of the following three month periods in the Planning Period: June, July and August; September, October and November; December, January and February; or March, April and May.

  • Quarterly Period means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31.

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

  • Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

  • Adjustment Year has the meaning ascribed to said phrase under Section 6225(d)(2) of the Code.

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

  • Budget Year means the financial year of the municipality for which an annual budget is to be approved in terms of section 16(1) of the MFMA;

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • 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").

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Payment Year means the calendar year during which the applicable Initial Year Payments or Annual Payments are due pursuant to subsection V.B. Payment Year 1 is 2022, Payment Year 2 is 2023 and so forth. References to payment “for a Payment Year” mean the Initial Year Payments or Annual Payment due during that year. References to eligibility “for a Payment Year” mean eligibility in connection with the Initial Year Payments or Annual Payment due during that year.

  • Quarterly (1/Quarter) sampling frequency means the sampling shall be done in the months of March, June, August, and December, unless specifically identified otherwise in the Effluent Limitations and Monitoring Requirements table.

  • Relevant Year t means the Financial Year for the purposes of which any calculation falls to be made; "Relevant Year t-1" means the Financial Year preceding Relevant Year t, and similar expressions shall be construed accordingly;

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • Rolling Period means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.

  • M5 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 86.20% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

  • Agreement Year means a period of 12 months beginning on the Effective Date and each subsequent anniversary thereof.

  • Prior Month Receipt Period With respect to each Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.