Target Exit Sample Clauses

Target Exit. Each of the Shareholders hereby acknowledges their mutual objective of maximising the value of and realising their investments in the Company and shall use all reasonable endeavours to put the Company into a position that a Realisation can be achieved within 3 years from Completion.
Sample 1
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Related to Target Exit

  • Target 3.1 The target is set out in Schedule 6 to this Agreement, as varied from time to time.

  • Targets and Milestones Comparing the relative performance of different groups to the over or under- representation within the institution and taking into account our current performance in our Access Agreement milestones, areas for particular focus include: Low Participating Neighbourhoods; Low income groups; Target groups to include gender, disability and care leavers; Black and minority ethnic (BME) group attainment; Completion rates. As a result of the analysis of our performances, our access, success and progression interventions will concentrate on the following: Continuation of involvement in collaborative outreach activity via the KMPF and the Kent and Medway Collaborative Network (KMCNet) as part of the National Network for Collaborative Outreach (NNCO); Recognition of the importance of carefully targeted activity; The use of serial rather than one-off interventions; The importance of long-term outreach to include the whole student lifecycle; The helpfulness of Higher Education Access Tracker (HEAT) for evaluating the impact of interventions; The importance of a whole institution approach; The importance of student attendance monitoring; Ease of access to information and student welfare support; An increasing emphasis on evaluation of activities across the student lifecycle; Accessibility of employability advice and support. Given our relatively strong record to date for widening access and student success, most of the targets seek to maintain, and where possible improve, this performance within a more challenging financial environment. Such targets may be especially challenging and stretching in relation to the access of those from Low Participating Neighbourhoods (LPNs), given the demographic decline in the number of young people (aged 18-21) in the population and the University’s already high recruitment levels from these groups. We have removed the University’s NS-SEC target in response to the UK Performance Indicator Steering Group announcement that HESA will no longer be publishing the NS-SEC indicator after 2016. As we already have LPN and Household Income targets in place we shall not be replacing this target with an alternative. We have reviewed our success targets and added new progression targets for 2017. There was a concern in the institution that our internal reporting did not allow for national and regionally adjusted benchmark comparison. We have therefore made the following adjustments to our success targets: Non-continuation two years following year of entry: part-time first degree entrants – all entrants: Replacing the OFFA agreement target with the similar data from HESA allows for national benchmarking to be undertaken in order to ensure that the University is maintaining its commitment to these students. We aim to keep our non-continuation rate in this area below our HESA benchmark rate. Non-continuation following year of entry: UK domiciled full-time first degree entrants – mature entrants: Changing the target to clearly focus on mature full-time first degree students (to match the national HESA data) ensures that we focus our efforts on this section of the student population and for the outcomes to be compared with HESA benchmarks rather than internally produced data. We aim to ensure that this student population’s non-continuation rate is at or below the HESA benchmark rate by 2020/21. Non-continuation following year of entry: UK domiciled full-time first degree entrants – all entrants: In order to ensure that young students are not disadvantaged by the focus on mature entrants, the University will also commit to maintaining the overall non-continuation rate for all students at or below the HESA benchmark. BME: the University will replace the current phrasing of the target around BME success with a more explicit aim of reducing the success gap experienced by BME students. Progression: the University has added a progression target that aims to keep us around or above the sector benchmark for the Employment Indicator from the DLHE survey. Combined targets from the collaborative KMPF project (agreed by all partners) are to raise applications and subsequent conversions to higher education from within the target schools and colleges in LPNs. These targets will need to be reviewed in the coming years to reflect changes to GCSE grading in schools. Our institutional and collaborative targets are included in tables 7a and 7b respectively.

  • Target Net Assets The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Targets a) Seller’s supplier diversity spending target for Work supporting the construction of the Project prior to the Commercial Operation Date is ____ percent (___%) as measured relative to Seller’s total expenditures on construction of the Project prior to the Commercial Operation Date, and;

  • Sales Milestones On a Co-Co Product-by-Co-Co Product basis, Celgene shall make the following sales milestone payments to Jounce that are set forth below upon the first achievement by or on behalf of Celgene, its Affiliates or Sublicensees of the sales milestone events (“Sales Milestone Events”) set forth below with respect to sales of such Co-Co Product in the ROW Territory. Sales Milestone Event (Per Co-Co Product, ROW (i.e., ex-U.S.)) Milestone Payments (in $ millions) [***] [***] [***] [***]

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

  • Target Bonus For purposes of this Agreement, “Target Bonus” means the assigned bonus target for the Executive under any short-term incentive plan(s) of the Company, multiplied by his or her base salary, for the relevant fiscal year. If the Executive’s base salary is changed during the relevant fiscal year, the Target Bonus shall be calculated by multiplying the Executive’s assigned bonus target by the highest base salary in effect during that fiscal year.

  • Compensatory Time Cash Out All compensatory time must be used by June 30th of each year. If compensatory time balances are not scheduled to be used by the employee by April of each year, the supervisor will contact the employee to review their schedule. The employee’s compensatory time balance will be cashed out every June 30th or when the employee:

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