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 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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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.

  • Except as set forth in the next two succeeding sentences, the aggregate amount of Earnout Payments for all Earnout Years shall not exceed $26,500,000 (the "Earnout Maximum").

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

  • Federal Audit Requirements is attached and incorporated and made part of this grant contract.

  • Buyer’s obligations under this Section 2.6 shall terminate upon the earliest to occur of (i) Seller having been paid an aggregate of $25,000,000 in Earnout Payments (exclusive of interest, as applicable), (ii) Buyer having paid to Seller the applicable Prepayment (including any accrued interest thereon, as applicable), or (iii) Buyer having satisfied its Earnout Payment obligations under this Section 2.6 with respect to all 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).

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

  • For each of the four Earnout Years following ------------------- the Closing, after the end of each Earnout Year, as an additional amount to be paid for the Stock purchased by Buyer from Sellers, Buyer shall pay to Sellers an "Earnout Payment" if, but only if, (a) EBIT of the Ginsbury Division for such Earnout Year exceeds the EBIT Threshold for such Earnout Year and (b) 50% of such excess exceeds the Goodwill Adjustment Amount for such Earnout Year.

  • If the Seller does not give written notice to Buyer disputing Buyer’s determination within thirty days of the Earnout Adjustment Notice, the determination in the Earnout Adjustment Notice shall be final and the appropriate party, either Buyer or Seller, shall pay the Earnout Adjustment within 120 days following the end of each of the Earnout Years.

  • 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.


More Definitions of Earnout Years

Earnout Years as defined in Section 1.2(c);
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Related to Earnout Years

  • Earnout Period has the meaning set forth in Section 3.6(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 2.6.1.

  • 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 the period of three months commencing on 1 January, 1 April, 1 July and 1 October.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • 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 12-month period immediately preceding October 30, 2016.

  • 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 The calendar year during which the applicable Annual Payment is due pursuant to Section IV.B. Payment Year 1 is 2021, Payment Year 2 is 2022 and so forth. References to payment “for a Payment Year” mean the Annual Payment due during that year. References to eligibility “for a Payment Year” mean eligibility in connection with the 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.

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

  • Agreement Year means the period of twelve months beginning on the last date of execution of this Agreement or any anniversary thereof;

  • Annual Period means each twelve (12) month period commencing on the Effective Date and, thereafter, on each anniversary of the Effective Date.