Adjusted Pre-Closing PTNI definition

Adjusted Pre-Closing PTNI means, for the period from January 1, 2013 through the day before the Closing Date, the consolidated net income, before any Taxes, of the Hatteras Sellers, 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 Hatteras Investment Partners LLC Deferred Bonus Plan for Certain Key Employees, (B) any variable compensation in excess of $250,000 in any calendar month prior to Closing, (C) any expense, amortization or other write-down of goodwill or any intangible assets, (D) any expenses not incurred in the Ordinary Course of Business through the Closing Date, and (E) any expenses incurred by any Party in connection with the negotiation, execution or performance of this Agreement or the other Transaction Documents. Adjusted Pre-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 Pre-Closing PTNI

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

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

  • 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.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

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

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

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • 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.

  • Average Closing Price means the average of the closing market prices of a Share over the last five (5) Market Days on which transactions in the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; and

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • 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.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.