Material Underperformance Event definition

Material Underperformance Event means the occurrence of any of the following:
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Material Underperformance Event means (i) if anytime during the Initial Two Year Period the Company and its Subsidiaries, for the period prior to the incorporation of the Company but beginning January 1, 2022, after giving pro forma effect to the Reorganization, generate Net Revenue of less than $20,000,000 for any 12-month period, as determined at the end of the fourth quarter of each year, or (ii) at any time after the Initial Two Year Period, the Company generates Net Revenue of less than $30,000,000 during any 12-month period.
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Material Underperformance Event means any of the following: (i) if at any time during the Initial Two Year Period, the Company does not generate positive EBITDA for any twelve (12) month period as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, (ii) if at any time after the Initial Two Year Period, the Company generates less than $1,000,000 of EBITDA for any twelve (12) month period as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, or (iii) if a PCE has occurred and has not been cured (if such PCE is subject to an ability to cure in accordance with the definition of “PCE”).
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Related to Material Underperformance Event

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Specific learning disability (SLD) means a heterogeneous group of conditions wherein there is a deficit in processing language, spoken or written, that may manifest itself as a difficulty to comprehend, speak, read, write, spell, or to do mathematical calculations and includes such conditions as perceptual disabilities, dyslexia, dysgraphia, dyscalculia, dyspraxia and developmental aphasia.

  • Foreign Plan Event means, with respect to any Foreign Plan or Foreign Benefit Arrangement, (i) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan or Foreign Benefit Arrangement; (ii) the failure to register or loss of good standing (if applicable) with applicable regulatory authorities of any such Foreign Plan or Foreign Benefit Arrangement required to be registered; or (iii) the failure of any Foreign Plan or Foreign Benefit Arrangement to comply with any provisions of applicable law and regulations or with the terms of such Foreign Plan or Foreign Benefit Arrangement.

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.