Closing Cash Bonus Payment Escrow Amount Per Person means, with respect to each Closing Cash Bonus Participant an amount in cash to be funded into the Escrow Deposit as is set forth opposite such Person’s name on Schedule 1.10(a)(vii).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earnout Payment has the meaning set forth in Section 2.3(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Adjustment Escrow Amount means $1,000,000.
Earnout Payments has the meaning specified in Section 2.7.
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Holdback Amount has the meaning set forth in Section 2.06(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Working Capital Escrow Amount means $2,000,000.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).
True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.
Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s target annual incentive bonus for the year in which the Date of Termination occurs.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Indemnity Escrow Amount means $3,000,000.
Purchase Price Adjustment Escrow Amount means $500,000.
Escrow Amount has the meaning set forth in Section 2.1(c).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.