EBITDA Shares definition

EBITDA Shares means Shares that vest in accordance with Schedule I depending on the Company's achievement of the EBITDA-related performance targets set forth on Annex A.
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EBITDA Shares means shares of Parent Common Stock issuable pursuant to this Section 1.16.
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EBITDA Shares. Section 1.7(a) “Effective Time” Section 1.2 “EHL” Header “EHL Profit Plan” Section 1.7(b)(iii) “EHL Options” Section 1.7(f)(i) “EHL Outstanding Shares” Section 1.7(f)(ii) “Employment Agreements” Section 5.6 “Environmental Law” Section 2.16(b) “EPR” Header
Sample 1

Examples of EBITDA Shares in a sentence

  • Notwithstanding anything above to the contrary, if the Company fails to achieve positive EBITDA Growth or EPS Growth during any Performance Period, no more than 50% of the Annual EBITDA Shares or Annual EPS Shares, as the case may be, shall vest as a result of the Company’s achievement of the relevant relative growth levels.

  • The exact number of Annual EBITDA Shares vested after multiplication by the appropriate factor (or determined by interpolation) shall be rounded to the nearest whole number of shares.

  • For each Performance Period, the EBITDA Shares allocable to such Performance Period (the “Annual EBITDA Shares”), shall vest on the applicable Performance Vesting Date based upon the achievement of Absolute EBITDA Growth or Relative EBITDA Growth during such Performance Period as provided in Section B(iii) or B(iv) of this Exhibit (the “EBITDA Level”), using the higher percentage vesting arrived at using the formulas above.

  • The Representative shall receive no fees for his services but shall be entitled to reimbursement for his reasonable out-of-pocket expenses as provided below and in the Escrow Agreement and EBITDA Shares Escrow Agreement.

  • The number of Adjusted EBITDA Shares that are achieved shall be determined by multiplying the number of Adjusted EBITDA Shares by the Payout percentage amount identified in the table below that corresponds to Company Adjusted EBITDA CAGR performance for the Performance Period determined by the Committee in accordance with clause (b) below.

  • The Escrow Agreement and the EBITDA Shares Escrow Agreement shall each have been executed and delivered by Parent, the Representative and each Stockholder and shall be in full force and effect with respect to Parent, the Representative and each Stockholder.

  • Such Person or successor is intended to be the “Representative” referred to in Article VII hereof, the Escrow Agreement and EBITDA Shares Escrow Agreement.

  • All of the EBITDA Shares shall be deposited in escrow in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between the Surviving Pubco, the Representative, each of the Stockholders (by power of attorney granted to the Representative) in form and substance mutually and reasonably agreed to by PRWT and KBL and providing for the terms contemplated by this Section 1.11 (the “EBITDA Shares Escrow Agreement”).

  • The total number of Shares stated in the first paragraph of the cover page of this memorandum has been allocated among the three Performance Goals as follows: 40% are Cumulative EBITDA Shares; 40% are 1999 E.P.S. Shares; and 20% are Stock Price Shares.

  • The Escrow Agreement and EBITDA Shares Escrow Agreement shall each have been executed and delivered by Parent and shall be in full force and effect with respect to Parent.


More Definitions of EBITDA Shares

EBITDA Shares means shares of Delcorp Common Stock issuable pursuant to either Section 1.18(a) or Section 1.18(b).
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EBITDA Shares. Section 1.18(c) “Effect of the Merger” Section 1.3 “Effective Time” Section 1.2
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EBITDA Shares means 2,000,000 shares of Parent Common Stock.
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EBITDA Shares. Section 1.16(d)(ii) “Effective Time” Section 1.2 “Environmental Indemnification Claim” Section 1.11 “Environmental Law” Section 2.16(b) “ERISA” Section 2.11(c) “Escrow Account” Section 1.11 “Escrow Agent” Section 1.11 “Escrow Agreement” Section 1.11
Sample 1

Related to EBITDA Shares

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Total Shareholders’ Equity means, as of any date of determination, the aggregate amount for total common stock equity, preference stock and Preferred Stock as presented in accordance with GAAP on a consolidated balance sheet of the Company as of such date.

  • ASA Shares has the meaning set forth in 2.4(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.