Material Underperformance Event definition
Material Underperformance Event means the occurrence of any of the following:
Material Underperformance Event means (i) if anytime during the Initial Two Year Period the Company and its Subsidiaries, for the period prior to the incorporation of the Company but beginning January 1, 2022, after giving pro forma effect to the Reorganization, generate Net Revenue of less than $20,000,000 for any 12-month period, as determined at the end of the fourth quarter of each year, or (ii) at any time after the Initial Two Year Period, the Company generates Net Revenue of less than $30,000,000 during any 12-month period.
Material Underperformance Event means any of the following: (i) if at any time during the Initial Two Year Period, the Company does not generate positive EBITDA for any twelve (12) month period as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, (ii) if at any time after the Initial Two Year Period, the Company generates less than $1,000,000 of EBITDA for any twelve (12) month period as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, or (iii) if a PCE has occurred and has not been cured (if such PCE is subject to an ability to cure in accordance with the definition of “PCE”).