Earnout Period has the meaning set forth in Section 2.5(a)(iii).
First Year means the intake group of Students for the most junior class or year in a school.
Earn-Out Period has the meaning set forth in Section 2.5(a).
Earnout Payment has the meaning set forth in Section 2.3(b).
Earnout has the meaning set forth in Section 2.9(a).
Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.
EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").
Relevant Year t means the Financial Year for the purposes of which any calculation falls to be made; "Relevant Year t-1" means the Financial Year preceding Relevant Year t, and similar expressions shall be construed accordingly;
Earnout Amount has the meaning set forth in Section 2.7(a).
Earnout Payments has the meaning specified in Section 2.7.
Budget year means the financial year of the municipality for which an annual budget is to be approved in terms of section 16(1) of the MFMA;
Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
Year 1 means the year next following the export date and “year” followed immediately by any other numeral has a corresponding meaning; reference in this Agreement to an Act shall include the amendments to such Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder; power given under any clause of this Agreement other than clause 17 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said clause 17; marginal notes shall not affect the interpretation or construction hereof; the phases in which it is contemplated that this Agreement will operate are as follows —
Adjustment Year has the meaning ascribed to said phrase under Section 6225(d)(2) of the Code.
Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Payment Year means the calendar year during which the applicable Initial Year Payments or Annual Payments are due pursuant to subsection V.B. Payment Year 1 is 2022, Payment Year 2 is 2023 and so forth. References to payment “for a Payment Year” mean the Initial Year Payments or Annual Payment due during that year. References to eligibility “for a Payment Year” mean eligibility in connection with the Initial Year Payments or Annual Payment due during that year.
Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.
Planning Period Quarter means any of the following three month periods in the Planning Period: June, July and August; September, October and November; December, January and February; or March, April and May.
Grant Year has the same meaning as in subclause 1(1) of Schedule 1 of HESA; ‘HESA’ means the Higher Education Support Xxx 0000; ‘maximum basic grant amount’ or ‘MBGA’ has the same meaning as in subclause 1(1) of Schedule 1 of HESA.
Year 2 means the year after year 1; year 3 means the year after year 2, year 4 means the year after year 3, and so on; and
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.
Quarterly Period means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31.
EBIT means, for any period, the net income of the Company and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Company and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes.