EBITDA Earn-Out Payment definition

EBITDA Earn-Out Payment means any payment of the amounts as determined in accordance with Section 4(f), which shall, if made, constitute additional consideration for the Shares.
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EBITDA Earn-Out Payment means any payment of the amounts as determined in accordance with Section 8(f), which shall, if made, constitute additional consideration for the Purchased Assets.
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EBITDA Earn-Out Payment has the meaning set forth in Section 2.1(b)(iv)).
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Examples of EBITDA Earn-Out Payment in a sentence

  • Parent and Purchaser shall use its respective reasonable best efforts to cause the shares of common stock of Parent used to pay any portion of the Purchase Price (including without limitation, any EBITDA Earn-Out Payment or Cumulative Earn-Out Payment) to be registered for resale pursuant to a registration statement that has been filed with, and declared effective by, the U.S. Securities and Exchange Commission on the date of delivery of such shares to Sellers under this Agreement.

  • In addition to any EBITDA Earn-Out Payment, Sellers shall be entitled to a one-time contingent payment equal to 50% of the after tax profit earned on the projects set forth in the Closing Funnel Report (the “Project Earn-Out Payment”, and together with the EBITDA Earn-Out Payment, the “Earn-Out Payments”), which Project Earn-Out Payment, if any, will be paid to the Sellers on March 31, 2009.

  • If EBITDA for the Third EBITDA Measurement Period equals or exceeds $3,300,000 (three million three hundred thousand dollars), Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $4,875,000 (four million eight hundred seventy-five thousand dollars).

  • If EBITDA for the Second EBITDA Measurement Period equals or exceeds $3,150,000 (three million one hundred fifty thousand dollars), Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $3,500,000 (three million five hundred thousand dollars).

  • Except for the obligation to pay the EBITDA Accelerated Payment as provided in this Section 8(k), the Cumulative EBITDA Accelerated Payment as provided in Section 8(l), and the applicable EBITDA Earn-Out Payment if any, with respect to the applicable EBITDA Measurement Period(s), if the Triggering Event occurs after the end of such EBITDA Measurement Period(s), all of Purchaser’s other obligations to pay any Earn-Out Payment under this Section 8 shall terminate upon the occurrence of a Triggering Event.

  • If EBITDA for the First EBITDA Measurement Period equals or exceeds $4,000,000 (four million dollars), Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $2,625,000 (two million six hundred twenty-five thousand dollars).

  • Notwithstanding the foregoing, if an EBITDA Earn-Out Payment or Cumulative Earn-Out Payment becomes due and payable to Seller after the resolution of a dispute pursuant to Section 8(c) above, then Purchaser shall pay to Seller, within three (3) business days of the EBITDA Settlement Date, the additional amount with respect to the applicable EBITDA Earn-Out Payment or Cumulative Earn-Out Payment.

Related to EBITDA Earn-Out Payment

  • Earn-Out Payment has the meaning set forth in Section 2.5(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).

  • Earnout Payments has the meaning specified in Section 2.7.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Period has the meaning set forth in Section 2.5(a).

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • 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.

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").

  • 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.

  • 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.

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Earnout has the meaning set forth in Section 2.9(a).

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • 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.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • LTM Fee Revenue has the meaning set forth in Section 7.2.2(c).