EBITDA Shares Sample Clauses

EBITDA Shares. 50% of the Participant’s Target Performance Shares will be allocated to the Company’s achievement of Adjusted EBITDA (as defined below) (“EBITDA Shares”). The number of Performance Shares earned by Participant for the Full Three-Year Performance Period shall be determined as of July 31, 2021 as follows: • The GAAP Shares may be earned based on the Company’s cumulative GAAP revenues in fiscal 2019 -2021 as reflected in the Company’s annual financial statement for the Applicable Performance Period (“GAAP Revenue”);and • The EBITDA Shares may be earned based on the Company’s cumulative adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”, as defined below and together with GAAP Revenue, the “Performance Goals”) for fiscal 2019 -2021; determined based on the following grid (in thousands): Performance Criteria for Full Three-Year Performance Period Threshold (000s) Target (000s) Maximum (000s) Fiscal 2019 - 2021 GAAP Revenue $[Ÿ] $[Ÿ] $[Ÿ] Fiscal 2019 - 2021 Adjusted EBITDA $[Ÿ] $[Ÿ] $[Ÿ] Notwithstanding the foregoing, the earning of the Performance Shares shall accelerate (reducing the number of unearned Performance Shares) prior to the end of the Full Three-Year Performance Period determined as of July 31, 2019 and July 31, 2020, respectively, as follows: 33% of the GAAP Shares and 33% of the EBITDA Shares shall be subject to accelerated earning based on the following grid (in thousands): Performance Criteria for First Applicable Performance Period Threshold (000s) Target (000s) Maximum (000s) Fiscal 2019 GAAP Revenue $[Ÿ] $[Ÿ] $[Ÿ] Fiscal 2019 Adjusted EBITDA $[Ÿ] $[Ÿ] $[Ÿ] Up to a total of 66% of the GAAP Shares and up to a total of 66% of the EBITDA Shares shall be subject to accelerated earning based on the following grid (in thousands):
Sample 1
AutoNDA by SimpleDocs
EBITDA Shares. Twenty-two percent (22%) of the Shares are EBITDA Shares. The number of EBITDA Shares (on a percentage basis) available for vesting on December 31 in each of 1999, 2000 and 2001 is set forth in the chart above, subject to carry-over vesting as set forth below. The number of EBITDA Shares (on a percentage basis) that vest on December 31 in any given year, based on the percentage achievement of the positive annual or cumulative (whichever results in the greater number of EBITDA Shares vesting in such year) EBITDA targets set forth in Annex A, will be determined by reference to the following table: % of EBITDA Target % of EBITDA Shares (Annual/Cumulative) Achieved Vested in Such Year ---------------------------- ------------------- 95-100 100 90-94.99 85 85-89.99 75 75-84.99 50 % of EBITDA Target % of EBITDA Shares (Annual/Cumulative) Achieved Vested in Such Year ---------------------------- ------------------- Less than 75 0 The number of EBITDA Shares (on a percentage basis) that vest on December 31 in any given year, based on the variance between EBITDA achieved and the negative annual or cumulative (whichever results in the greater number of EBITDA Shares vesting in such year) EBITDA targets set forth in Annex A, will be determined by reference to the following table: % Variance of EBITDA Achieved % of EBITDA Shares From (Annual/Cumulative) Target Vested in Such Year ------------------------------- ------------------- 0-5 100 5.01-10 85 10.01-15 75 15.01-25 50 More than 25 0 For example, if the Company had EBITDA of $(80,000,000) in 1999, this would represent a variation of 8.4% from the EBITDA target of ($73,803,000), and 85% of the EBITDA Shares would vest. For purposes of determining whether cumulative EBITDA targets have been achieved, EBITDA of the Company in excess of a prior year's or years' target(s) (which, in the case of a negative number, shall mean a smaller negative number) may be carried over and added to the EBITDA of the current year, but the maximum carry-over to such current year is 10% of the cumulative EBITDA target for such current year. EBITDA Shares that do not vest in a given year will be carried forward and be available for vesting in the following two years (i.e., through 2004 at the latest); provided that unless the Board determines otherwise, no EBITDA Shares relating to fiscal year 1999 or fiscal year 2000 shall be carried forward if negative EBITDA for such years is greater in the aggregate than 27% of the cumulative EBITDA t...
Sample 1
EBITDA Shares. 1/3 of the Participant’s Target Performance Shares will be allocated to the Company’s achievement of Adjusted EBITDA (as defined below) (“EBITDA Shares”); and
Sample 1
EBITDA Shares. (a) If, for the fiscal year of Parent ending December 31, 2013, Parent has EBITDA equal to or greater than $46,000,000, Parent shall issue to the holders of Company Common Stock outstanding immediately prior to the Effective Time, in the aggregate, that number of shares of Parent Common Stock equal to (i) 248,016 shares plus (ii) an amount equal to 248,016 shares multiplied by the fraction the numerator of which is the actual EBITDA for such fiscal year, but not more than $50,000,000, less $46,000,000, and the denominator of which is $4,000,000.
Sample 1
EBITDA Shares. (a) Section 1.16(a) is hereby deleted in its entirety and the following is substituted in its place and stead:
Sample 1
EBITDA Shares. (a) At the Closing, Parent shall issue the Escrowed EBITDA Shares, which shall be deposited with the Escrow Agent and held pursuant to the terms of the escrow agreement substantially in the form of Exhibit B hereto (the “EBITDA Shares Escrow Agreement”). The EBITDA Shares Escrow Agreement shall provide for the Escrowed EBITDA Shares to be either (i) delivered to the Recipients and the holders of Substitute Options (“Option Holders”) in the same proportion as their proportionate share of the total Company Common Stock and Company Preferred Stock immediately prior to the Effective Time (on a converted-to-Company Common Stock basis and ignoring for such purpose any participating preference payable in respect of any Preferred Stock, and, in the case of Option Holders, the proportionate share is based on the shares of Company Common Stock covered by the Prior Options held by the Option Holder immediately prior to the Effective Time) or (ii) returned to Parent for cancellation, as provided in this Section 1.16.
Sample 1
EBITDA Shares. (a) If, for the fiscal year of Delcorp ending December 31, 2008, Delcorp has EBITDA equal to or greater than $39,300,000, Delcorp shall issue to the holders of Company Certificates, in the aggregate, pursuant to Section 1.5(b), 2,500,000 shares of Delcorp Common Stock.
Sample 1
AutoNDA by SimpleDocs

Related to EBITDA Shares

  • Total Shareholder Return (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Minimum Shareholders’ Equity The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $500,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Ninth Amendment Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).

  • Pre-Closing Share Credit Within two (2) business days after the Advance Notice Date, the Company shall credit shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount of the requested Advance divided by the closing Bid Price of the Company's Common Stock as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments to the number of shares to be delivered to the Investor at the Closing as a result of fluctuations in the closing Bid Price of the Company's Common Stock shall be made as of the date of the Closing. Any excess shares shall be credited to the next Advance. In no event shall the number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Subsequent Acquisition of Shares Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable Securities” as such term is used in this Investor Rights Agreement.

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Reserve Bank of India “RBI”, FEMA and ROC), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

  • After-Acquired Shares All of the provisions of this Agreement shall apply to all of the shares of capital stock of Company now owned or which may be issued to or acquired by a Stockholder in consequence of any additional issuance (including, without limitation, by exercise of an option or any warrant), purchase, exchange, conversion or reclassification of stock, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split or stock dividend, or which are acquired by a Stockholder in any other manner.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

Time is Money Join Law Insider Premium to draft better contracts faster.