Earnout Percentage means:
Earnout Percentage means an amount, expressed as a percentage, equal to (x) the Cumulative Adjusted EBITDA as finally determined, divided by (y) the Earnout Target.
Earnout Percentage means the percentage by which the number of the Target Performance Share Units is multiplied to determine the Actual Performance Share Units, as determined under Section 2 of this Award Agreement.
Examples of Earnout Percentage in a sentence
The Earnout Percentage shall be determined after giving effect to Section 1.2, if applicable.
The number of RPSRs payable at the conclusion of the Performance Period (“Earned RPSRs”) shall be determined by multiplying the Earnout Percentage by the target number of RPSRs subject to the award.
Note to Draft: To be determined in accordance with the RLTIP based on the Target Award Value, the Earnout Percentage and Upside Earnout Percentage, all as determined in accordance with the RLTIP.
Claims payable by way of set-off against the Earnout Consideration will be satisfied based on the Pro Rata Earnout Percentage.
The Earnout Percentage determined under Section 1.1 shall not be less than thirty (30) percent; provided, however, that such minimum Earnout Percentage shall not apply if, as of the grant date, the Grantee is either the Chief Executive Officer of the Company or is a member of the Company’s Corporate Policy Council.
More Definitions of Earnout Percentage
Earnout Percentage means the percentage of the Additional Payments each holder of Company Stock is entitled to receive pursuant to the liquidation preferences set forth in the Twelfth Amended and Restated Certificate of Incorporation of Chronix Biomedical, Inc.
Earnout Percentage means the result of the following formula expressed as a percentage:
Earnout Percentage means, with respect to any Member, the percentage set forth opposite such Member’s name under the heading “Earnout Percentage” on Annex B.
Earnout Percentage has the meaning set forth in Section 2(b) below.
Earnout Percentage means 10%; provided that, the foregoing shall be reduced from [***] to [***] if, during the three year period after the first commercial sale of Viralym-M Product by the Company, the Company pays Sellers, in accordance with their respective Prorata Percentages shown on Exhibit A, an aggregate amount of at least [***].
Earnout Percentage means 3.75% of Net Sales; provided, however, that if prior to the Earnout Start Date, Buyer (or any Affiliate thereof) does not acquire one or more USA legal content providers having aggregate annual Net Sales of at least One Million Dollars ($1,000,000), then the Earnout Percentage will be increased from 3.75% of Net Sales to 3.9% of Net Sales; provided, further, that such Earnout Percentage shall return to 3.75% as of the date of the acquisition by Buyer or any of its Affiliates of such a content provider or providers and thereafter for the remainder of the Earnout Period; (4) “Earnout Start Date” means the first to occur of the following dates: (y) the first day of that calendar month on which the aggregate Net Sales of the Successor Business for each of the previous three consecutive calendar months following the Closing have been at least equal to $2,750,000, or (z) the first
Earnout Percentage means 3.75% of Net Sales; provided, however, that if prior to the Earnout Start Date, Buyer (or any Affiliate thereof) does not acquire one or more USA legal content providers having aggregate annual Net Sales of at least One Million Dollars ($1,000,000), then the Earnout Percentage will be increased from 3.75% of Net Sales to 3.9% of Net Sales; provided, further, that such Earnout Percentage shall return to 3.75% as of the date of the acquisition by Buyer or any of its Affiliates of such a content provider or providers and thereafter for the remainder of the Earnout Period; (4) “Earnout Start Date” means the first to occur of the following dates: (y) the first day of that calendar month on which the aggregate Net Sales of the Successor Business for each of the previous three consecutive calendar months following the Closing have been at least equal to $2,750,000, or (z) the first Page 11 day of the eighteenth month following Closing; (5) “Legal Research Services” means the marketing, sales, licensing or other business undertaking relating to the online use (y) to any individual, business, or other entity (including, without limitation bar associations, law firms or lawyers) of the Escrowed Materials, and (z) to bar associations, law firms or lawyers of those other products and services that are described on that certain document labeled “The New Lawriter” (a copy of which is attached hereto as Schedule 2(b)(ii)(C)(5)); (6) “Net Sales” means the gross revenues of the Successor Business from Legal Research Services, less returns, discounts, allowances, sales taxes, and bad debt reserves, all as determined in accordance with GAAP; provided, however, that in no event shall Net Sales include any such Successor Business revenue derived from Collexis Products; (7) “Collexis Products” shall mean any product or service that does not constitute Legal Research Services, which products and services include, without limitation, transactions, e-discovery and customized solutions or any other products or services created, invented, developed or otherwise in-licensed by Buyer or any Affiliate thereof that do not constitute Legal Research Services; and (8) “Successor Business” means Lawriter, Buyer or any Affiliate thereof. (D) With each quarterly Earnout payment, Buyer shall furnish to Sellers complete and detailed written information as to the Net Sales for such quarter and all other matters upon which the calculation of the amount of the payment was based. Not more tha...