Third Calculation Period definition
Examples of Third Calculation Period in a sentence
During the Third Calculation Period, Parent shall take commercially reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be listed on and tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control of Parent.
In the event that the Earnout Payment is capped for the First Calculation Period or the Second Calculation Period, the excess Pre-Tax Earnings that caused the Earnout Payment to be capped will be carried over to the Third Calculation Period.
For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-Out Payment for the Second Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-Out Payment for the Third Calculation Period are satisfied, then Buyer would be obligated to pay such Earn-Out Payment for the Third Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn-Out Payment for the Second Calculation Period.