Second Earnout Amount definition

Second Earnout Amount means an amount of cash (and/or the Earnout Shares in the event that Capricorn Sub or any successor entity makes the Share Issuance Election): (A) in the event that Capricorn and its Affiliates (and any successor entity in respect of the Transferred Business) recognizes revenues attributable to FISH Purchase Orders, using the same GAAP accounting definitions, methods, practices and policies as used by Capricorn (or, if applicable, the successor entity) to prepare its audited financial statements in previous reporting years, including, without limitation, the period ended March 31, 2006 (“FISH Revenues”), during the Earnout Period in an amount equal to or in excess of RMB155,470,000 (“Second Earnout Target”), US$20,000,0000; and (B) in the event that Capricorn and its Affiliates (and any successor entity in respect of the Transferred Business) recognizes FISH Revenues during the Earnout Period in an amount less than Second Earnout Target, US$0;

Second Earnout Amount has the meaning given in the Original Sale Agreement;

Second Earnout Amount shall have the following meaning: (1) if New Enrollments during the Second Earnout Period are less than or equal to the Second Earnout Threshold, then the “Second Earnout Amount” shall mean an amount equal to zero; (2) if New Enrollments during the Second Earnout Period are greater than the Second Earnout Threshold but less than the Second Earnout Target, then the “Second Earnout Amount” shall mean an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator

Examples of Second Earnout Amount in a sentence

• The amounts recognized in OCI are shown in the table below and the reclassifications to profit or loss during the year are as shown in the consolidated statement of income.

• The Second Earnout Payment shall be in the form of cash and/or ADS Stock, the proportional amount to be determined by ADS, having a value of 4.0 times the EBITDA for the Second Earnout Period, minus $450,000 (the "Second Earnout Amount").

• An illustrative example of the calculation of the Second Earnout Amount is attached hereto as Exhibit E.

• If no final resolution of such dispute is reached within fifteen (15) Business Days following the delivery of the Second Earnout Dispute Notice, the Auditor shall deliver to iTurf and the Sellers' Agents a final determination of the Second Earnout Amount not later than twenty (20) Business Days following the commencement of such engagement.

• If at the end of such twenty (20) Business Day period the Auditor concludes that the Second Earnout Amount cannot be determined, then not later than five (5) Business Days after the end of such twenty (20) Business Day period, the Auditor shall determine the Second Earnout Amount using a method that, in the reasonable judgment of the Auditor, best reflects the intentions of the parties reflected herein.

More Definitions of Second Earnout Amount

Second Earnout Amount has the meaning set forth in Section 2.12(c).

Second Earnout Amount means an amount equal to $15,000,000, multiplied by a fraction, (x) the numerator

Second Earnout Amount means an amount equal to $15,000,000; provided, however, notwithstanding anything else set forth herein, that the Second Earnout Amount shall under no circumstances exceed $15,000,000. (xviii) “Second Earnout Cash Consideration” shall mean an amount of cash equal to (1) the Second Earnout Amount multiplied by 66.67% minus (2) the Change in Control Payments payable in connection with the payment of the Second Earnout Amount. (xix) “Second Earnout Stock Consideration” shall mean a number of shares of Parent Common Stock equal to the quotient of (A) an amount equal to the Second Earnout Amount multiplied by 33.33%, divided by (B) the Parent Trading Price. (xx) “Second Earnout Period” shall mean a period of time that commences at 12:01 AM Pacific Time on January 1, 2019 and ends at 11:59 PM Pacific Time on December 31, 2019. (xxi) “Second Earnout Target” shall have the meaning set forth in Schedule 1.2(a)(xxi). (xxii) “Second Earnout Threshold” shall have the meaning set forth in Schedule 1.2(a)(xxii). (xxiii) “Triggering Event” shall have the meaning set forth in Schedule 1.2(a)(vi). (b)

Second Earnout Amount shall have the meaning set forth in the Merger Agreement.

Second Earnout Amount means $2.5 million.

Second Earnout Amount means $1,250,000.

Second Earnout Amount has the meaning set forth in Section 1.6 above.