Second Calculation Period definition

Second Calculation Period has the meaning set forth in Section 2.4(b) hereof.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Second Calculation Period means the period beginning on the date that is the first day after the end of the First Calculation Period and ending on the first anniversary of such date.

Second Calculation Period means 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.

Examples of Second Calculation Period in a sentence

• 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.

• For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-Out Payment for the Second Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-Out Payment for the Third Calculation Period are satisfied, then Buyer would be obligated to pay such Earn-Out Payment for the Third Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn-Out Payment for the Second Calculation Period.

More Definitions of Second Calculation Period

Second Calculation Period has the meaning set forth in Section1.05(c). “Section 338(h)(10) Election” is defined in Section 7.01(h).

Second Calculation Period has the meaning set forth in Section 2.5(a)(ii). “Second Calculation Statement” has the meaning set forth in Section 2.5(d). “Second Dispute Notice” has the meaning set forth in Section 2.5(e). “Second Target” has the meaning set forth in Section 2.5(a)(ii). “Securities Act” has the meaning set forth in Section 6.1. “Seller Group” has the meaning set forth in the preamble. “Selling Expenses” means all unpaid costs, fees and expenses of outside professionals incurred by the Company relating to the process of selling the Company whether incurred in connection with this Agreement or otherwise, including, without limitation, all legal fees, accounting, tax, investment banking fees and expenses. “Share” or “Shares” means one or more shares of common stock of the Purchaser, $0.001 par value per share. 8

Second Calculation Period means the period from the Calculation Date to the day falling six calendar months after such Calculation Date;

Second Calculation Period means the period commencing on 4 September 2016 and ending on 3 March 2017.

Second Calculation Period means the period beginning on the date that is six (6) months after the Closing Date and ending on the date that is eighteen (18) months after the Closing Date. For example, if the Closing Date is April 1, 2014, then the Second Calculation Period begins on October 1, 2014, and ends on September 30, 2015.