Initial Earnout Period definition

Initial Earnout Period means the period commencing on the Closing Date and continuing thereafter for a period of one year.
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Initial Earnout Period means the period commencing on the date that is the first day of the first calendar month following the Closing Date and ending on the day prior to the one year anniversary of such date, unless one or more Parent Change of Controls is consummated between such date and the previous end date of such period, in which case such period shall be extended by a full calendar year for each Parent Change of Control that is consummated; for example, if one Parent Change of Control is consummated between such date and such one year anniversary, then such period shall end on the day prior to the two year anniversary of the beginning of such earnout period.
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Initial Earnout Period means the twelve (12)-months period commencing on the Closing Date.
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Examples of Initial Earnout Period in a sentence

  • Notwithstanding the foregoing, the Buyer Indemnified Parties may not seek indemnification from the Company ESOP or its successors (i) with respect to its pro rata share of the Initial Merger Consideration (whether pursuant to either Section 9.2(a) or (b) below) and (ii) following the Initial Earn-out Period in excess of the amount of the Total Earn-out Payments, if any, to be paid to the Company ESOP or its successors.

  • During the Initial Earn-out Period, any product sale that exceeds $100,000 and has a Gross Margin of less than thirty percent (30%) (excluding any sales made to Affiliates of Buyer pursuant to Section 1.7(c) herein) must receive the prior approval of no less than sixty percent (60%) of the members of the board of directors of the Company Business Unit.

  • For accounting purposes, Buyer will treat the operations of the Purchased Companies and ETI Acquisition, with respect to the ETI Business, as a separate division of Buyer so that Adjusted EBITDA and New Deal Activity may be readily tracked and reported to the Sellers Representative in writing each month during the Initial Earnout Period and the Final Earnout Period.

  • Notwithstanding the foregoing, Buyer Indemnified Parties may not seek indemnification from the Stockholders for Losses until (i) the aggregate amount of such Losses exceed one hundred and fifty thousand dollars ($150,000), and after which, Buyer Indemnified Parties may seek indemnification under this Article IX for the full amount of such Losses subject to Section 9.2(e), and (ii) immediately following the end of the Initial Earn-out Period.

  • By way of example, if the EBITDA of the Company on a stand-alone basis for the Initial Earn-out Period is Six Million Dollars ($6,000,000), then the amount of the Initial Earn-out Payment due shall be One Million One Hundred Sixty Six Thousand Six Hundred Sixty Six Dollars ($1,166,666) or approximately 58.3% of Two Million Dollars ($2,000,000).


More Definitions of Initial Earnout Period

Initial Earnout Period means the twelve (12)-month period commencing on the first day of the first calendar month commencing after the Closing Date (e.g. if the Closing Date is December 15, 2012, the Earnout Period would begin on January 1, 2013 and end on December 31, 2013).
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Initial Earnout Period has the meaning set forth in Section 1.4(a)(i).
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Initial Earnout Period as set forth in Section 2.2(c). “Inventory”—the inventories of Product (including raw material, work-in-process and Finished Product) owned by or on behalf of Seller or any of Seller’s Affiliates as of the Closing.
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Initial Earnout Period means the period commencing on September 1, 2004, and continuing thereafter until February 28, 2005.
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Initial Earnout Period as set forth in Section 2.2(c).
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Initial Earnout Period means each of the following periods: (a) the period from the Closing until December 31, 2014; and (b) each calendar quarter beginning January 1, 2015 through December 31, 2015.
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Related to Initial Earnout Period

  • Earnout Period has the meaning set forth in Section 3.6(a).

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Run-Out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Term Year means a 12-month period beginning on the first day of the Term and each successive 12-month period thereafter.

  • Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

  • Opt-Out Period means the period that begins the day after the earliest date on which the Notice is first distributed, and that ends no later than 30 days before the Final Approval Hearing. The deadline for the Opt-Out Period shall be specified in the Notice.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • lump sum payment period means the period measured in weeks of salary, for which payment has been made to facilitate the transition to retirement or to other employment as a result of the implementation of various programs to reduce the size of the Public Service. The lump sum payment period does not include the period of severance pay, which is measured in a like manner.

  • Tax Limitation Period means the Tax Years for which the Applicant’s Qualified Property is subject to the Tax Limitation Amount and as further identified in Section 2.3.D of this Agreement.

  • Planning Period Quarter means any of the following three month periods in the Planning Period: June, July and August; September, October and November; December, January and February; or March, April and May.

  • Quarterly Period the period of three months commencing on 1 January, 1 April, 1 July and 1 October.

  • Post-Distribution Period means any Tax Period beginning after the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Distribution Date.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Put Period shall have the meaning set forth in Section 5(a) hereof.

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

  • Anniversary Year The one-year period beginning on the Closing Date and ending on the first anniversary thereof, and each subsequent one-year period beginning on the day after the end of the preceding Anniversary Year and ending on next succeeding anniversary of the Closing Date.

  • Contribution Period means the period specified in Article VI for which Employer Contributions shall be made.

  • Scheduled Black-Out Period means the period from and including the last day of a fiscal quarter of the Company to and including the business day after the day on which the Company publicly releases its earnings for such fiscal quarter.

  • Baseline Period means the 12-month period immediately preceding October 30, 2016.

  • Annual Earnings means your gross annual income from your Employer, not including shift differential, in effect just prior to the date of loss. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.

  • Pre-Distribution Period means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

  • extended reduction period means the period for which a person is in receipt of an extended reduction in accordance with paragraph 89, 96 or 101;

  • Specified Acquisition Period means a period elected by the Borrower that commences on the date elected by the Borrower, by notice to the Administrative Agent, following the occurrence of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing Date occurring after the consummation of such Specified Acquisition, (b) the date designated by the Borrower as the termination date of such Specified Acquisition Period, or (c) the Quarterly Testing Date on which the Borrower is in compliance with Section 7.09 as such compliance is determined as if such period was not a Specified Acquisition Period; provided, in the event the Leverage Ratio exceeds 5.00 to 1.00 as of the end of any Fiscal Quarter in which a Specified Acquisition has occurred, the Borrower shall be deemed to have so elected a Specified Acquisition Period with respect thereto on such last day of such Fiscal Quarter, and provided, further, following the election (or deemed election) of a Specified Acquisition Period, the Borrower may not elect (or be deemed to have elected) a subsequent Specified Acquisition Period unless, at the time of such subsequent election, the Leverage Ratio does not exceed 5.00 to 1.00; and provided further with respect to a Specified Acquisition by an Unrestricted Subsidiary or a joint venture, a Specified Acquisition Period may be elected by the Borrower (or may be deemed elected by the Borrower) only if the consideration for such Specified Acquisition is raised by the Borrower or a Subsidiary. Only one Specified Acquisition Period may be elected (or deemed elected) with respect to any particular Specified Acquisition.