Pre-Closing Net Earnings definition

Pre-Closing Net Earnings means the net earnings of the Company for the period commencing on the first day of each of the Company’s 2017 and 2018 fiscal years, as applicable, and ending, in the case of the Company’s 2017 fiscal year, on July 29, 2017 and, in the case of the Company’s 2018 fiscal year, on the day preceding the day on which the Permitted Dividend is paid, determined using the same (and not inconsistent) methodologies, practices, assumptions, policies, principles and valuation procedures (with consistent classifications, judgment and reserve, valuation and estimation methodologies) as used by the Company in the past in determining the net earnings of the Company for purposes of Article X of the Company’s bylaws.
Sample 1

Related to Pre-Closing Net Earnings

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • net earnings means such earnings as are calculated in accordance with paragraph 42 or 52, as the case may be;

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

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

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing 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.

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

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

  • 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.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • 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.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • 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.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Qualifying Income Gross income that is described in Section 856(c)(2) or 856(c)(3) of the Code.

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders: