Per Share Year 1 Earnout Payment means .2 multiplied by the Common Price Per Share.
Earnout Payment has the meaning set forth in Section 2.3(b).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Earnout Payments has the meaning specified in Section 2.7.
Earnout Period has the meaning set forth in Section 2.5(a)(iii).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Earn-Out Period has the meaning set forth in Section 2.5(a).
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.
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.
AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.
Earnout has the meaning set forth in Section 2.9(a).
M1 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 70.00% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.
Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.
M3 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 85.50% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.
Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.
Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.
M5 Target Amount With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 93.30% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.
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").
Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.
First Year means the intake group of Students for the most junior class or year in a school.
Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.
Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).