Performance Thresholds Clause Samples

Performance Thresholds. In order to help offset NOA’s expenses incurred for quality assurance, lot check, Distribution, and Sales, NOA’s payments to LICENSEE for each specific Add On Content Distributed by NOA shall not begin unless and until LICENSEE meets the applicable Performance Threshold for that specific Add On Content.

Performance Thresholds. 5 1.44. Permits......................................................5 1.45. Permitted Liens..............................................5 1.46.

Performance Thresholds. The distribution of the Escrow Shares shall be based upon the following performance thresholds (the “Performance Thresholds”) for the fiscal years ended December 31, 2009 (“Fiscal Year 2009”) and December 31, 2010 (“Fiscal Year 2010”): (a) The Fiscal Year 2009 Performance Threshold shall be audited Net Income equal to or greater than $7,700,000 (the “2009 PT”); (b) The Fiscal Year 2010 Performance Threshold shall be audited Net Income equal to or greater than $14,000,000 (the “2010 PT”); (c) For the purposes of this Agreement, “Net Income” shall be defined in accordance with US GAAP and reported by the Company in its audited financial statements for each of the Fiscal Year 2009 and Fiscal Year 2010; provided, however, that Net Income for each of Fiscal Year 2009 and Fiscal Year 2010 shall be increased by any non-cash charges incurred (i) as a result of the Financing Transaction, including without limitation, as a result of the issuance and/or conversion of the Preferred Shares, and the issuance and/or exercise of the Warrants, (ii) as a result of the release of the Escrow Shares to the Principal Stockholder and/or the Purchasers, as applicable, pursuant to the terms of this Agreement, (iii) as a result of the issuance of ordinary shares of the Principal Stockholder to Messrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ and Ms. ▇▇ ▇▇▇ (the “PRC Shareholders”), upon the exercise of options granted to the PRC Shareholders by the Principal Stockholder, as of the date hereof, (iv) as a result of the issuance of warrants to any placement agent and its designees in connection with the Financing Transaction, (v) the exercise of any warrants to purchase Common Stock outstanding as of the date hereof, and (vi) the issuance under any performance based equity incentive plan adopted by the Company.

Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Performance Thresholds. The Provider will meet the acceptable and work towards the achievable programme standards. Where national recommendation for acceptable standards, KPIs and the results of internal and external quality assurance checks are made, the Provider will be expected to develop action plans. The plan will respond to any performance issues highlighted by the commissioners, having regard to any concerns raised via any feedback from service users. The plan will contain defined timescales and responsibilities and will be agreed with the commissioners. The acceptable threshold is the lowest level of performance which screening services are expected to attain. All screening services should exceed the acceptable threshold have plans to meet the achievable threshold. Screening services not meeting the acceptable threshold are expected to put in place recovery plans to deliver rapid and sustained improvement. The achievable threshold represents the level at which the screening service is likely to be running optimally. All screening services should aspire to attain and maintain performance at or above this level. Screening standards give a high-level overview of the quality of screening programmes at key points on the screening pathway. They contribute to the quality assurance of screening programmes but are not, in themselves, sufficient to quality assure or performance manage screening services.

Performance Thresholds. The Licensee shall implement production scale capacity in the Production Facility permitting the Licensee to process not less than 500,000 litres of Raw Material per year following the achievement of the Production of Conformance Lots.

Performance Thresholds. The contractor service requirements are summarized in each task order performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success. General quality measures, as set forth below, will be applied to each work product received from the contractor under this PWS. Unless otherwise specified in a task order, the following performance standards apply to deliverables: • Accuracy – Work products must be accurate in presentation, technical content, and adherence to accepted elements of style. Analysis must be sound, supported by research, well documented, and reflect the best practices and standards. • Recommendations – Must be sound, compliant with policy and regulation, practical and actionable, and reflect the best practices and standards. A recommendation must meet, as applicable, the following quality criteria: o Suitable – Does it solve the problem, and is it legal and ethical? o Feasible – Does it fit within available resources? o Acceptable – Is it worth the cost or risk? o Distinguishable – Does it differ significantly from other recommendations? o Complete – Does it solve all critical aspects of the problem from start to finish? • Documents for Government Signature – Must be formatted as specified by the Government, to include the DoD Manual for Written Material (DOD 5110.4-M) and must be 100% error free in format, style, grammar, and spelling. Other documents must be generally free of grammar and spelling errors. • Appearance – All work products must be neat and attractive, reflecting the role that OUSD(A&S) fulfills. • Clarity – Work products must be clear and concise, and easily understood in a single, rapid reading. Diagrams must be easy to understand and be relevant to the supporting narrative. • File Editing – All text and diagrammatic files will be editable by the Government using standard DoD- licensed software.

Performance Thresholds a. The performance threshold for the fiscal year ended December 31, 2009 shall be audited net earnings before taxes (excluding (A) expenses incurred for the transaction contemplated by the Purchase Agreement, (B) the effect on financial results of any Escrow Shares released pursuant to the terms of the Agreement and (C) and earnings derived from any acquisition of a business or assets made by the Hengda or Stand Best after the Closing Date other than earnings from Jiangxi Hengdali Ceramics and Construction Material Limited or any additional assets acquired in connection with Jiangxi Hengdali Ceramics) equal to $28,000,000 (the “ 2009 Performance Threshold”). The performance threshold for the fiscal year ended December 31, 2010 shall be audited net earnings after taxes (excluding (A) the effect on financial results of any Escrow Shares released pursuant to the terms of the Agreement and (B) earnings derived from any acquisition of a business or assets made by Hengda or Stand Best after the Closing Date other than earnings from Jiangxi Hengdali Ceramics and Construction Material Limited or any additional assets acquired in connection with Jiangxi Hengdali Ceramics) equal to $23,772,993 (the “ 2010 Performance Threshold”). The performance threshold for the fiscal year ended December 31, 2011 shall be audited net earnings after taxes (excluding (A) the effect on financial results of any Escrow Shares released pursuant to the terms of the Agreement and (B) earnings derived from any acquisition of a business or assets made by the Hengda or Stand Best after the Closing Date other than earnings from Jiangxi Hengdali Ceramics and Construction Material Limited or any additional assets acquired in connection with Jiangxi Hengdali Ceramics) equal to $31,380,292 (the “ 2011 Performance Threshold, ” and together with the 2009 Performance Threshold and the 2010 Performance Threshold, the “Performance Thresholds”). b. Whether the Performance Thresholds have been met shall be determined on the date the Purchaser’s audited financial statements for the corresponding fiscal year are filed with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended (each such date being hereinafter referred to as the “Audit Date”).

Performance Thresholds. Pagecount shall: (i) have a minimum of 250,000 subscribers on whose Web sites a Pagecount banner has been displayed at least once in the month prior to the Closing; (ii) Pagecount shall have a minimum of 50,000,000 advertising impressions per month which are non-adult and non-X-rated and a minimum of 20,000,000 advertising impressions which are adult or X-rated; (iii) Pagecount shall not have long term agreements that cannot be terminated within thirty (30) days' notice that exceed twenty-five (25%) percent of the non-adult and non-X-rated advertising inventory;