First Calculation Period definition

First Calculation Period has the meaning set forth in Section 2.4(a) hereof.
First Calculation Period means the period beginning on the Closing Date and ending on the day before the date that is the first anniversary of the Closing Date.
First Calculation Period has the meaning set forth in Section 1.05(c).

Examples of First Calculation Period in a sentence

  • The First Calculation Statement shall include, in addition to the Purchaser’s calculation of EBITDA derived for the First Calculation Period and the Earnout Payment due in connection therewith, all of the information, work papers and supporting information necessary to demonstrate same.

  • By way of example, if the Launch Date occurs on [**], the First Calculation Period is [**].

  • For example, if in the First Calculation Period Pre-Tax Earnings does not equal or exceed [****], no payment shall be made.

  • Subsequently, the relevant calculation period is the 12-month period of a fiscal year (April to March), starting with the fiscal year during which the last day of the First Calculation Period occurs.

  • The relevant calculation period is the 12-month period starting with the first day of the month in which the Launch Date occurs ("First Calculation Period").

  • At the end of the Earnout Period, the amount of RM Units to be retained shall be reduced by an amount equal to the sum of (i) 100,800, representing the reduction for the entire Earnout Period, and (ii) 23,325, representing the reduction for the First Calculation Period, or 124,125 Units.

  • If, and only if, there is (i) a Year One Revenue Shortfall (and Actual Revenue for the First Calculation Period is at least 95% of the Annual Revenue Target) and (ii) a Year Two Revenue Overachievement, then an additional payment in respect of the First Calculation Period will be paid to the Stockholders following the Second Calculation Period.

  • If, and only if, there is (i) a Year One Gross Profit Shortfall (and Actual Gross Profit for the First Calculation Period is at least 95% of the Annual Gross Profit Target) and (ii) a Year Two Gross Profit Overachievement, then an additional payment in respect of the First Calculation Period will be paid to the Stockholders following the Second Calculation Period.

  • In the event that the Earnout Payment is capped for the First Calculation Period or the Second Calculation Period, the excess Pre-Tax Earnings that caused the Earnout Payment to be capped will be carried over to the Third Calculation Period.


More Definitions of First Calculation Period

First Calculation Period means calendar year 1998; (iii) the term "SECOND CALCULATION PERIOD" shall mean calendar year 1999; (iv) the term "SUBJECT BUSINESS" shall mean the business of the Corporation acquired by the Buyer pursuant to this Agreement; (v) the term "EARNINGS BEFORE TAXES" shall mean the earnings before taxes of the Subject Business for the First Calculation Period or the Second Calculation Period, as the case may be, as more fully provided in paragraph (3) below; (vi) the term "PRO FORMA EARNINGS BEFORE TAXES" shall mean Earnings Before Taxes for the First Calculation Period subject to the following adjustments to reflect compensation to ▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the Employment Agreement in the form of Exhibit E hereto as if such Employment Agreement were the sole source and basis for any and all payments to him from January 1, 1998; and (vii) the term "MARKET PRICE" shall mean the average closing price per share of the Buyer's Class A Common Stock on the New York Stock Exchange for the twenty (20) consecutive trading days immediately preceding the date of determination.
First Calculation Period means the period commencing on 4 June and ending on 3 September 2016.
First Calculation Period means the period from the Calculation Date to the day falling three calendar months after such Calculation Date;
First Calculation Period has the meaning set forth in Section 2.5(a)(i). “First Calculation Statement” has the meaning set forth in Section 2.5 (b). “First Dispute Notice” has the meaning set forth in Section 2.5(c). “First Target” has the meaning set forth in Section 2.5(a)(i). “▇▇▇▇▇▇▇” has the meaning set forth in the preamble. “▇▇▇▇▇▇▇ Employment Agreement” has the meaning set forth Section 3.2(e). “Floor Price” means One Dollar ($1.00) per Share. “Fourth Acceptance Notice” has the meaning set forth in Section 2.5(h). “Fourth Calculation Period” has the meaning set forth in Section 2.5(a)(iv). “Fourth Calculation Statement” has the meaning set forth in Section 2.5 (iv)(b). “Fourth Dispute Notice” has the meaning set forth in Section 2.5(i). “Fourth Target” has the meaning set forth in Section 2.5(a)(iv). “GAAP” has the meaning set forth in Section 2.3. “Governmental Authority” means any government or political subdivision or regulatory authority, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal state, local or foreign court or arbitrator. “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing or otherwise supporting in whole or in part the payment of any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligations of the payment of such Indebtedness or to protect such obligee against loss in respect of such Indebtedness (in whole or in part); provided, however, that the term Guarantee shall not include endorsements for deposit or collection in the Ordinary Course of Business. The term “Guarantee” used as a verb has a correlative meaning. “Hazardous Material” means any pollutant, toxic substance, including asbestos and asbestos-containing materials, hazardous waste, hazardous material, hazardous substance,
First Calculation Period shall have the meaning set forth in Section 3.2.1.
First Calculation Period has the definition given to such term in Section 3.6 (2c) of this Agreement.