Third Earnout definition

Third Earnout has the meaning specified in Section 3.6(a)(iii).
Sample 1
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

  • If the Third Year Achieved Revenue is less than the sum of Second Year Achieved Revenue plus the product that results from multiplying Second Year Achieved Revenue by .15, then the Third Earnout Payment shall be equal to zero.

  • The Company shall not be obligated to deliver any Third Earnout Period Shares to Shareholders in the event that the Company's EBIT during the Third Earnout Period is less than Nine Million Dollars ($9,000,000) or the Company's EBIT during the third twelve month period following the Closing Date equals or is less than Three Million Dollars ($3,000,000).

  • However, if the Third Year Achieved Revenue is greater than or equal to the sum of Second Year Achieved Revenue plus the product that results from multiplying Second Year Achieved Revenue by .15, but less than the Third Year Target Revenue, then the Third Earnout Payment shall calculated by multiplying the Maximum Earnout Payment for the Third Year Period by the Third Year Factor.

  • 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.

  • The date of the Third Earnout Payment, if any, shall not be later than December 15, 2001, or within ten (10) days after any dispute under Section 3.7 is finally resolved, whichever is later.

  • By way of example, if such price per share is $18.00 and the First Earnout has not previously been earned and issued, the First Earnout shall be deemed earned (and the applicable but Earnout Shares shall be released from the Earnout Escrow Account) but the Second Earnout, the Third Earnout or the Fourth Earnout shall not be earned and such amounts shall not be released from the Earnout Escrow Account to the Stockholder Representative.

  • Further, in the event that one hundred percent (100%) of the Second Earnout is achieved, then any overages in Earnout Revenue or Earnout Income shall be applied toward the achievement of the Earnout Revenue and Earnout Income milestones, respectively, for the Third Earnout (as defined below).

  • Subsequent to the closing of the Merger, the cumulative issuance of 34,988,387 net earnout shares occurred resulting from the attainment of the First Earnout in February 2020, the Second Earnout in March 2020 and the Third Earnout in September 2020.

  • The instructor may request that the allocation extend slightly beyond the end of the course, with suitable justification.Research allocations for XSEDE resources are typically made for a 12-month period; shorter periods may be recommended by the review panel to ask for clarifications from a PI while allowing meritorious research to begin.

  • Clients can ignore platform differences by possessing an instance of either subclass of WidgetFactory but treating it as being of type WidgetFactory.

Related to Third Earnout

  • Earnout Payments has the meaning set forth in Section 2.06(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 2.3(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 has the meaning set forth in Section 2.08(a)(i).

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • 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 2.3(a).

  • 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.

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • 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.

  • 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 October 10, 2013 and the tenth day of each month thereafter through February 10, 2014.

  • 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;