Third Year Period definition
Examples of Third Year Period in a sentence
For the avoidance of doubt, nothing in Section 6.2(e)(iii) or this Section 10.6 shall be construed to be (x) a representation by Avaya regarding its projection of subscription fees to be collected or received by Avaya or its applicable Subsidiary that are attributable to the Licensed Products in any period of time following the Third Year Period, or (y) a damage that would otherwise be subject to the cap on damages set forth in Section 10.4.
However, if the Third Year Achieved Revenue is greater than or equal to the sum of Second Year Achieved Revenue plus the product that results from multiplying Second Year Achieved Revenue by .15, but less than the Third Year Target Revenue, then the Third Earnout Payment shall calculated by multiplying the Maximum Earnout Payment for the Third Year Period by the Third Year Factor.
The subsequent payment corresponding to the Third Year Period (the “Third Earnout Payment”), shall be the Third Earnout Payment for the Third Year Period, provided that the Third Year Achieved Revenue and the Minimum Gross Margin is greater than or equal to the Third Year Target Revenue and the Minimum Gross Margin.
The maximum number of Second Year Shares issuable shall be 125,000 minus the First Year Shares; and (4) if the Surviving Corporation generates Gross Revenues of at least $1,400,000 (the "Third" Year Base@) during the twelve (12) months following the Second Year Period (the "Third Year Period"), then the Shareholder shall receive .0446425 additional Parent Shares for each $1 of Gross Revenues generated above the Third Year Base during the Third Year Period (the "Third Year Shares").
In no event shall the total amount paid in the Third Year Period and the Fifth Year Period combined exceed $15,333,333.
However, if the Third Year Achieved Revenue is greater than or equal to the sum of Second Year Achieved Revenue plus the product that results from multiplying Second Year Achieved Revenue by .15, but less than the Third Year Target Revenue, then the Third Earnout Payment shall be calculated by multiplying the Maximum Earnout Payment for the Third Year Period by the Third Year Factor.
If the Third Year Achieved Revenue is: (i) less than the Third Year Target Revenue, and (ii) less than the Minimum Gross Margin, then the Earnout Payment for the Third Year Period shall be equal to zero.
For the Third Year Period, the price per share of Earnout Shares shall be the average closing price of Buyer’s common stock during the thirty (30) Trading Days prior to the end of the Third Year Period; provided, however, that in no event, shall the price be less than $0.75 per share.
If prior to the Third Year Period, the ------------------------ Parent Shares shall be recapitalized or reclassified or Parent shall effect any stock dividend, stock split, or reverse stock split of Parent Shares, then the shares of Parent Shares to be issued as Merger Consideration under this Agreement, shall be proportionately and equitably adjusted to reflect any increase or decrease in the number of shares of Parent Shares resulting from such corporate event.
In no event shall the total amount paid in the Third Year Period and the Fourth Year Period combined exceed $15,333,333.