EBITDA Shares definition

EBITDA Shares means Shares that vest in accordance with Schedule I depending on the Company's achievement of the EBITDA-related performance targets set forth on Annex A.
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EBITDA Shares means shares of Parent Common Stock issuable pursuant to this Section 1.16.
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EBITDA Shares. Section 1.7(a) “Effective Time” Section 1.2 “EHL” Header “EHL Profit Plan” Section 1.7(b)(iii) “EHL Options” Section 1.7(f)(i) “EHL Outstanding Shares” Section 1.7(f)(ii) “Employment Agreements” Section 5.6 “Environmental Law” Section 2.16(b) “EPR” Header
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Examples of EBITDA Shares in a sentence

  • The exact number of Annual EBITDA Shares vested after multiplication by the appropriate factor (or determined by interpolation) shall be rounded to the nearest whole number of shares.

  • For each Performance Period, the EBITDA Shares allocable to such Performance Period (the “Annual EBITDA Shares”), shall vest on the applicable Performance Vesting Date based upon the achievement of Absolute EBITDA Growth or Relative EBITDA Growth during such Performance Period as provided in Section B(iii) or B(iv) of this Exhibit (the “EBITDA Level”), using the higher percentage vesting arrived at using the formulas above.

  • Subject to the foregoing, it is our opinion that the Shares have been duly authorized, validly issued, fully paid and non-assessable, and when issued pursuant to the terms described in the Registration Statement, the 2009 EBITDA Shares will be duly authorized, validly issued, fully paid and non-assessable.

  • XXXXXXX Agreed to and accepted by: /s/ Xxxxxxx Xxxxxxx ------------------- XXXXXXX XXXXXXX Schedule I Vesting Schedule The Shares shall consist of Initial Time Shares (25%), Additional Time Shares (10%), Build Shares (21%), Revenue Shares (22%) and EBITDA Shares (22%), which shall vest in accordance with this Schedule I, subject to the Purchaser's continued employment with the Company or a subsidiary of the Company on the applicable vesting date (except as otherwise provided in Section 3).

  • The number of Adjusted EBITDA Shares that are achieved shall be determined by multiplying the number of Adjusted EBITDA Shares by the Payout percentage amount identified in the table below that corresponds to Company Adjusted EBITDA CAGR performance for the Performance Period determined by the Committee in accordance with clause (b) below.

  • EBITDA Shares that do not vest in a given year will be carried forward and be available for vesting in the following two years (i.e., through 2004 at the latest); provided that unless the Board determines otherwise, no EBITDA Shares relating to fiscal year 1999 or fiscal year 2000 shall be carried forward if negative EBITDA for such years is greater in the aggregate than 27% of the cumulative EBITDA target for fiscal year 2000.

  • Certificates for shares of Delcorp Common Stock representing EBITDA Shares shall be issued to the Persons who have surrendered Company Certificates within five business days following the release of the audited financial statements of Delcorp for the year with respect to which such EBITDA Shares are issuable.

  • The Escrow Agreement and the EBITDA Shares Escrow Agreement each shall have been executed and delivered by the Surviving Pubco, the Representative and each Stockholder and shall be in full force and effect with respect to the Surviving Pubco, the Representative and each Stockholder.

  • The Escrow Agreement and EBITDA Shares Escrow Agreement shall have been executed and delivered by the Surviving Pubco and shall be in full force and effect with respect to the Surviving Pubco.

  • The Transaction Shares, Market Price Shares, Redemption Shares and EBITDA Shares shall be referred to herein collectively as the “Transaction Consideration.” The Transaction Consideration shall be issued by Continuing Corporation to EHL, subject to the terms and conditions set forth in this Agreement.


More Definitions of EBITDA Shares

EBITDA Shares. Section 1.16(d)(ii) “Effective Time” Section 1.2 “Environmental Indemnification Claim” Section 1.11 “Environmental Law” Section 2.16(b) “ERISA” Section 2.11(c) “Escrow Account” Section 1.11 “Escrow Agent” Section 1.11 “Escrow Agreement” Section 1.11
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EBITDA Shares means 2,000,000 shares of Parent Common Stock.
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EBITDA Shares means shares of Delcorp Common Stock issuable pursuant to either Section 1.18(a) or Section 1.18(b).
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EBITDA Shares. Section 1.18(c) - 66 - “Effect of the Merger” Section 1.3 “Effective Time” Section 1.2
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Related to EBITDA Shares

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

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

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

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Total Shareholders’ Equity means the total shareholders' equity of a Person as determined in accordance with GAAP (calculated excluding unrealized gains (losses) of securities as determined in accordance with FASB 115).

  • ASA Shares has the meaning set forth in 2.4(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.