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 is defined in Exhibit C.
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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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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.

  • 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 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.

  • No later than 45 d▇▇▇ ▇▇ter 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • If Buyer achieves greater than *** percent (***%) of the Second EBITDA Target, but less than *** percent (***%) of the Second EBITDA Target for the Second Measuring Period, then, nonetheless, Seller shall be entitled to a percentage of Earn Out *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.


More Definitions of Second Measuring Period

Second Measuring Period has the meaning set forth in Section 2(b) below.
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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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