Second Measuring Period definition

Second Measuring Period. The period of 12 consecutive calendar months commencing on the first day after the last day of the First Measuring Period, or if Escrow Shares have been released pursuant to Section 3(c)(i) or 3(c)(ii), the period of 12 consecutive calendar months commencing on the date that Celtic delivers the Second Capital Notice.
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Second Measuring Period means the period of time from first day in the calendar month that follows the end of the First Measuring Period to the earlier to occur of (i) the end of the calendar month that Seller achieves the Second Additional Earn Out Threshold (after previously achieving the Second EBITDA Target) or (ii) at 11:59 p.m. on the day that is 365 days after the beginning of the Second Measuring Period.
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Second Measuring Period is defined in Exhibit C.
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Examples of Second Measuring Period in a sentence

  • Any Escrow Shares not required to be released following the Second Measuring Period shall be delivered to Celtic.

  • If there is no Second Measuring Period then this paragraph shall have no effect.

  • Cash and Earn Out Stock as set forth in Section 2.6(b)(ii)(A) equal to the percentage of EBITDA achieved during the Second Measuring Period so that, by way of example, if Buyer achieved *** percent (***%) of the Second EBITDA Target, then Seller would be entitled to ***-percent (***%) of the Earn Out Payment for the Second Measuring Period, which would be $*** and *** shares of Earn Out Stock.

  • If Buyer does not achieve at least *** percent (***%) of the Second EBITDA Target for the Second Measuring Period, then Seller shall not be entitled to receive any Earn Out Payment for the Second Measuring Period.

  • Shares were allocated under the stock plan effective October 1, 1987, for the "First Measuring Period," October 1, 1990, for the "Second Measuring Period," and October 1, 1993, for the "Third Measuring Period." To be eligible for a grant, a principal must consent in writing to observe the restrictions imposed on the shares.

  • No later than 45 dxxx xxter the last day of each of the First Measuring Period and the Second Measuring Period SLM shall provide to the Shareholders a statement (the "Preliminary Release Calculation") signed by its Chief Executive Officer or another person designated by the Board of Directors of Celtic setting out in detail the calculation of API, ACI and the number of Escrow Shares to be released.

  • To be entitled to the Earn Out Cash and Earn Out Stock for the Second Additional Earn Out Threshold, Buyer must achieve the full amount of the Second Additional Earn Out Threshold during the Second Measuring Period.

  • Except as provided in Section 2.6(d), 2.6(e) or Section 5.17, Buyer will deliver to Seller the amount of Earn Out Cash and Earn Out Stock due and payable for the First Measuring Period and the Second Measuring Period, if earned by Seller during the applicable measuring period as provided in this Section 2.6, within ten (10) days after the expiration of the period of time in which Seller may object to the Measuring Period EBITDA Statement.

  • If Buyer achieves EBITDA of *** Dollars ($***) (the “Second Additional Earn Out Threshold”) during the Second Measuring Period, then Seller shall receive an additional *** shares of Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the Earn Out Stock Price).

  • In accordance with Section 2.6(b), Seller’s receipt of any of the Earn Out Payment shall be based upon Seller’s achieving certain EBITDA targets for the First Measuring Period and the Second Measuring Period, except where there are indemnity claims by Buyer for the earned portion of the Earn Out Payment, if any or as otherwise provided under Section 5.17.


More Definitions of Second Measuring Period

Second Measuring Period shall have the meaning assigned in Section 2.8(b).
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Second Measuring Period means the period beginning on the day after the end of the First Measuring Period and ending on the second anniversary of the Earn-Out Commencement Date.
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Related to Second Measuring Period

  • Measuring Period means the period of four consecutive fiscal quarters ended on the last day of the Fiscal Quarter most recently ended as to which operating statements with respect to a Real Property have been delivered to the Lenders.

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • Net metering period means the 12-month period following the date of final interconnection of the

  • Monitoring Period means the period from the Launch Date to the Valuation Date (both dates including) at such point in time at which the Reference Price of the Underlying is determined and published..

  • Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

  • Minimum Hire Period means the Minimum Hire Period as described on the invoices, quotation, authority to hire, or any other forms as provided by the Supplier to the Client.

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

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

  • 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.

  • Qualifying Period means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in Schedule 1 to these Terms;

  • Start-up period means up to 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age range of the Academy will have some pupils present).

  • Reference Year Market Flow means the Market Flow based on a transmission topology that includes all pre-existing Transmission Facilities and all new or upgraded Transmission Facilities whose impact on M2M Entitlements has been previously evaluated and incorporated.

  • Adjusted Total turnover means the turnover in a State or a Union territory, as defined under sub-section (112) of section 2, excluding the value of exempt supplies other than zero-rated supplies, during the relevant period;

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

  • Marketing Period means the first period of fifteen (15) consecutive calendar days commencing on the later of (i) the date Parent shall have access to the Required Financial Information and (ii) the date the Company Shareholder Approval has been obtained; provided that (x) (1) none of July 5, 2022, July 3, 2023 or July 5, 2023 shall be considered a calendar day for the purposes of this definition (provided, however, that such exclusion shall not restart such period) and (2) if such fifteen (15) consecutive calendar day period has not ended on or prior to (A) August 22, 2022, then it will be deemed to not commence earlier than September 6, 2022, or (B) December 16, 2022, then it will be deemed to not commence earlier than January 2, 2023, (y) in no event shall the Marketing Period be restarted or cease to continue if additional financial statements are required to be delivered pursuant to the definition of “Required Financial Information” or have otherwise been provided after the Marketing Period has commenced, and (z) the Marketing Period in any event shall end on any earlier date prior to the expiration of such fifteen (15) consecutive calendar day period if the Debt Financing is consummated on such earlier date (including closing into escrow); provided, further, that if the Company shall in good faith reasonably believe that it has provided the Required Financial Information, the Company may deliver to Parent a written notice to that effect (stating in good faith when it believes it completed such delivery), in which case the Company shall be deemed to have delivered the Required Financial Information on the date specified in such notice, unless Parent in good faith reasonably believes that the Company has not completed the delivery of the Required Financial Information at the time such notice is given and, within three (3) Business Days after the date of the delivery of such notice by the Company, Parent gives written notice to the Company to that effect (stating with reasonable specificity which such Required Financial Information has not been delivered), in which case such Required Financial Information shall be deemed to have been delivered when such specific items have been delivered by the Company; provided, that such written notice from Parent to the Company will not prejudice the Company’s right to assert that the Required Financial Information was, in fact, delivered; provided, further, that, notwithstanding the foregoing, the delivery of the Required Financial Information shall be satisfied at any time at which (and so long as) Parent shall have actually received the Required Financial Information, regardless of whether any such notice is delivered to the Company.

  • Daily Measurement Value means the Specified Dollar Amount (if any), divided by 40.

  • Ramp-Up Period means the period commencing on the Closing Date and ending on the Effective Date.

  • Accumulation Period Factor means, for any Collection Period, a fraction with:

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

  • Lowest Achievable Emission Rate (LAER) means, for any source, the more stringent rate of emissions based on the following:

  • Quarterly Commencement Date means the 1st day of each of April, July, October and January in each year.

  • LEC Adjusted Market Flow means the real-time Market Flow incorporating the observed operation of the PARs at the Michigan-Ontario border.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Accumulation Period Amount means $41,666,666.67; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of “Accumulation Period Amount” in the Indenture Supplement.

  • Day-ahead Congestion Price means the Congestion Price resulting from the Day-ahead Energy Market.

  • Testing Period means a single period consisting of the four consecutive fiscal quarters of the Borrower then last ended (whether or not such quarters are all within the same fiscal year), except that if a particular provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended that are so indicated in such provision.