Third Earnout definition

Third Earnout has the meaning set forth in Section 2.3(c)(iii).
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Third Earnout means the dollar amount equal to the product of (i) Company’s Third EBITDA Differential multiplied by (ii) 1.00.
Sample 1
Third Earnout means the product of (i) 0.50 multiplied by (ii) the amount, if any, by which Buyer’s Second EBITDA exceeds the Second Earnout Maximum Threshold.
Sample 1

Examples of Third Earnout in a sentence

  • During the period beginning on the Closing Date and concluding at the end of the Third Earn-out Year, except as provided otherwise by the written consent of OMG: (i) Purchaser Guarantor shall cause the Business to only engage in arm’s length sales of cobalt products and (ii) Purchaser Guarantor shall, and shall cause its affiliates to, act in good faith and not take any action the purpose of which is avoid or lessen the payments that would otherwise be required pursuant to this Section 2.02.

  • The Company Shares issued pursuant to this Section 1.04 represent the accelerated payment of 500,000 of First Earnout Shares, 500,000 of Second Earnout Shares, and 500,000 of Third Earnout Shares, which acceleration is documented in Amendment No. 1 to Support Agreement, dated as of the date hereof, by and between Sponsor, SPAC, Vast, Nabors and the other individuals party thereto (the “Support Agreement Amendment”).

  • For the avoidance of doubt, after giving effect to the Support Agreement Amendment and the payment contemplated by this Section 1.04, there remain 800,000 First Earnout Shares, 800,000 Second Earnout Shares, and 800,000 Third Earnout Shares, all payable pursuant to the Support Agreement (as amended).

  • At the Closing, the Company shall establish a discretionary cash bonus plan (the “Discretionary Cash Bonus Plan”) for employees of the Company with respect to each of the First Earnout Period, the Second Earnout Period and the Third Earnout Period that provides for eligible employees who participate an annual cash bonus payment up to Two Million Dollars ($2,000,000) for each Earnout Period.

  • If the aggregate of the 1997 Revenue, the 1998 Revenue and the 1999 Revenue is at least Sixty Million, Five Hundred Thousand Dollars ($60,500,000) ("Third Threshold") then there shall be an Earnout Payment equal to percent (5%) of the amount by which the aggregate of the 1997 Revenue, the 1998 Revenue and the 1999 Revenue exceeds the Third Threshold, minus the amount of the First Earnout Payment and the amount of the Second Earnout Payment ("Third Earnout Payment").

  • If the aggregate Earnout Amount for the Second Earnout Period plus the Third Earnout Period is not at least Eighteen Million Dollars ($18,000,000), then the Applicable Shortfall Amount for such Third Earnout Period shall no longer be earned or paid in any subsequent Earnout Period.

  • If Sales for Earnout Period 3 exceed 45, then the Third Earnout Payment would include an amount equal to (i) the number of Sales for Earnout Period 2 divided by 55 times (ii) the Target for this MBO, but in no case shall the applicable Earnout Payment exceed 150% of the Target MBO.

  • Viewlogic will calculate the Consolidated Bookings for hardware/software codesign products sold by Viewlogic in each of the three consecutive twelve-month periods following the twelve-month period in which Eagle (or its successor) first achieved three million dollars ($3,000,000) of Consolidated Bookings (the "First Earnout Year", "Second Earnout Year" and "Third Earnout Year", respectively).

  • For purposes of clarity, Seller will not earn or be paid for achievement of over one hundred percent (100%) of any milestone of any of the First Earn-Out, Second Earn-out and/or Third Earn-out set forth in Section 2.3(c) above.

  • The amount of the third Earnout paxxxxx xxxx xxual $333,333.34 if, any only if, the Operating Profit for the Company during the twelve-month period ending October 31, 2002 (the "Third Earnout Period") equals or exceeds $8,500,000.

Related to Third Earnout

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Interim Payment has the meaning specified in Section 10.1.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Payoff Earnings For any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Master Servicer during the Payoff Period, the aggregate of the interest earned by the Master Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Deferred Revenue is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

  • Gross earnings means all monies earned by the Employee under the terms of this Collective Agreement.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Net Earned Premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Retained Earnings means the retained earnings of an FHLBank calculated pursuant to GAAP.

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • net earnings means such earnings as are calculated in accordance with paragraph 42 or 52, as the case may be;

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.