First Earnout Measurement Period definition

First Earnout Measurement Period means the 12-month period commencing on September 1, 2021 and ending August 31, 2022.
Sample 1Sample 2
First Earnout Measurement Period means the first full four (4) calendar quarter period beginning at the start of the first calendar quarter immediately following the Closing.
Sample 1
First Earnout Measurement Period is defined in Section 2.5(a)(i) of this Agreement.
Sample 1

Examples of First Earnout Measurement Period in a sentence

  • Buyer shall deliver to the Sellers, not later than 5:00 p.m., Eastern Time, on the day that is forty-five (45) days after the last day of the First Earnout Measurement Period, a statement setting forth in reasonable detail Buyer’s determination of the First Earnout Amount and the First Customer Earnout Amount (the “First Earnout Statement”) as determined in the good-faith discretion of Buyer.

  • Within five (5) Business Days after each applicable Earnout Amount becomes final and binding in accordance with Section 1.7 with respect to the First Earnout Measurement Period and, as applicable, the Second Earnout Measurement Period, Buyer shall pay the Earnout Amount for such applicable measurement period, if any, to the Representative, for the benefit of Sellers in accordance with their Pro Rata Percentages.


More Definitions of First Earnout Measurement Period

First Earnout Measurement Period has the meaning set forth in Section 1.6 above.
Sample 1
First Earnout Measurement Period means the period of twelve (12) Fiscal Months commencing on the first day of the Fiscal Month immediately following the Closing.
Sample 1

Related to First Earnout Measurement Period

  • Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.

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

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

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

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

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

  • Run-out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • 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.

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • 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.

  • 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.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • 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.

  • M1 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 70.00% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • 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").

  • M2 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 81.50% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Measurement Date has the meaning set forth in Section 3.3(a).

  • 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.

  • Mid-Month Receipt Period With respect to each Distribution Date, the one month period beginning on the Determination Date (or, in the case of the first Distribution Date, from and including the Cut-Off-Date) occurring in the calendar month preceding the month in which such Distribution Date occurs and ending on the day preceding the Determination Date immediately preceding such Distribution Date.