Adjusted Post-Closing PTNI definition

Adjusted Post-Closing PTNI means, for the period from the Closing Date through December 31, 2013, the consolidated net income, before any Taxes based on net income, of the Earnout Group Business determined in accordance with GAAP, (i) plus (without duplication and in each case only to the extent deducted in determining such consolidated net income) (A) all expenses associated with the Post-Closing Bonus Plans, (B) any variable compensation expense in excess of $250,000 per calendar month after Closing, (C) any expense, amortization or other write-down of goodwill or any intangible assets, whether existing or acquired at the time of Closing, or acquired any time after Closing, (D) any expenses incurred by any party in connection with the negotiation, execution or performance of this Agreement or the other Transaction Documents and (ii) minus (without duplication and in each case only to the extent added in determining such consolidated net income) any income or gain (or plus any loss), from acquisitions of mutual funds, registered funds or fund complexes, or non-registered fund vehicles following the Closing Date to the extent such acquisitions or business combinations were of stand-alone funds and are not included in the Earnout Group Business. Adjusted Post-Closing PTNI for all purposes of this Agreement shall be determined based on and consistent with the methodology of, and in a form consistent with, Schedule 1.1(b).
Sample 1

Related to Adjusted Post-Closing PTNI

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Adjusted Pool Amount With respect to any Distribution Date and Loan Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such Loan Group minus the sum of (i) all amounts in respect of principal received in respect of the Mortgage Loans in such Loan Group (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates and (ii) the principal portion of all Realized Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in such Loan Group from the Cut-off Date through the end of the month preceding such Distribution Date.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • 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.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • 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.

  • Total adjusted capital means the sum of: