Acquisition Adjustments means the adjustments to certain financial terms and computations more particularly described in Section 1.03(c).
Acquisition Adjustments means with respect to any Permitted Acquisition the adjustments provided for in Section 1.3.
Acquisition Adjustments means the adjustments to certain financial terms and computations more particularly described in Section 1.03(c) (Accounting Terms).
Examples of Acquisition Adjustments in a sentence
We believe Diluted Earnings Per Share Excluding Acquisition Adjustments is an important measure of our recurring operations as it excludes items that may not be indicative of our core operating results.
See “Non-GAAP Financial Measures” below for descriptions of Diluted Earnings Per Share Excluding Acquisition Adjustments, Normalized EBITDA, and Free Cash Flow.
Normalized EBITDA should not be construed as an alternative to any other measure of performance determined in accordance with generally accepted accounting principles.Diluted Earnings Per Share Excluding Acquisition Adjustments: Represents GAAP diluted earnings per share adjusted for the per share impact of certain items directly related to acquisitions, net of tax effect.
Reconciliation - Diluted Earnings Per Share to Diluted Earnings Per Share Excluding Acquisition Adjustments (a) (Unaudited; in thousands, except per share amounts): (a)Diluted earnings per share excluding acquisition adjustments represents GAAP diluted earnings per share adjusted for the per share impact of certain items directly-related to acquisitions, net of tax effect.
See “Non-GAAP Financial Measures” for a discussion of Normalized EBITDA, Acquisition Adjustments, Income Per Share Excluding Acquisition Adjustments, Cash Acquisition and Integration Charges, and Free Cash Flow.
More Definitions of Acquisition Adjustments
Acquisition Adjustments means the adjustments to certain financial terms and computations more particularly described in Section1.03(c).
Acquisition Adjustments means all reasonable adjustments to the operating and non-operating expenses of a CCTP Business or an Alliance following the direct or indirect Acquisition thereof by the Parent or any Subsidiary of the Parent, which adjustments relate to the incurrence or elimination of certain costs or revenue items following such Acquisition; depending on individual circumstances, examples of adjustments may include (i) reduction of an owners' salary from operating expenses if the owner is no longer going to work at the CCTP Business or the Alliance after the Acquisition (this would also apply to excessive salaries paid to other departing management and the owner's family); (ii) addition of salaries for new managers; (iii) savings as a result of eliminating authorization charges paid to third party providers; (iv) reduction in redundant back-office processing expenses; (v) addition of expenses that may have previously been provided by a parent or an affiliated company at less than market rates (examples: legal, accounting, etc.) and (vi) other reasonable non-operating expenses; provided, that no such adjustments may be utilized for more than twenty-four (24) months following consummation of the related Acquisition.
Acquisition Adjustments has the meaning specified in the definition of “Eligible Acquisitions.”
Acquisition Adjustments means those certain adjustments to consolidated net income of the Company and its Subsidiaries described on Schedule 1.1A hereto.
Acquisition Adjustments means all reasonable adjustments to the operating and non-operating expenses of a CCTP Business following the direct or indirect acquisition thereof by the Borrower, which adjustments relate to the incurrence or elimination of certain costs following such acquisition; depending on individual circumstances, examples of adjustments may include (a) reduction of an owners' salary from operating expenses if the owner is no longer going to work at the CCTP Business after the Acquisition (this would also apply to excessive salaries paid to other departing management and the owner's family); (b) addition of salaries for new managers; (c) savings as a result of eliminating authorization charges paid to third party providers; (d) reduction in redundant back-office processing expenses; (e) addition of expenses that may have previously been provided by a parent or an affiliated company at less than market rates (examples: legal, accounting, etc.) and (f) such other reasonable non-operating expenses as are approved by the Required Lenders in their sole reasonable credit judgment; provided, that (i) no such adjustments may be -------- utilized for more than eighteen (18) months following consummation of the related acquisition and (ii) in the case of any Acquisition in which the Acquisition Costs exceed $40,000,000, all Acquisition Adjustments shall be approved in writing by the Required Lenders in their sole discretion.
Acquisition Adjustments means the adjustments to certain financial terms and computations more particularly described in Section 1.03(c). “Acquisition Holiday” has the meaning assigned to such term in Section 7.05.
Acquisition Adjustments means the sum of (v) any amounts payable to participants in the Company Value Participation Plan pursuant to the terms thereof upon consummation of the Acquisition; (w) the amount of all indebtedness of the Company outstanding as of the Closing Date to Banco Popular FSB, the Principal Shareholders and Marlxxx Xxxxxxx xxx other third parties ("Indebtedness") other than Indebtedness which constitutes trade payables, accrued expenses incurred in the ordinary course of business and equipment lease obligations set forth in the Company Disclosure Schedule; and (x) the amount of all attorney and other professional and finder's fees (other than the professional fees set forth on the Company Disclosure Schedule and which are not considered Acquisition Adjustments) including, without limitation, (A) the fee of The Platinum Group ("Platinum") based on the Closing Payment, and (B) the fees incurred by the Company and the Principal Shareholders in connection with the Acquisition up to and including the Closing Date. The Closing Payment shall be paid to the Shareholders at Closing based upon each Shareholder's Pro Rata Share thereof; provided, however, that from the Closing Payment otherwise payable to each Shareholder who acquired shares upon the exercise of options pursuant to the Company's 1996 Incentive and Non-Qualified Stock Option Plan ("Option Holder"), there shall be withheld from the amount otherwise due to such Option Holder (i) an amount (the "Aggregate Exercise Price") equal to the product of (A) the number of shares acquired by such Option Holder upon exercise of the options and (B) the exercise prices of such options, and (ii) the amount of taxes, as determined by Purchaser in its discretion, attributable to that amount which is considered compensation includable in the Option Holder's gross income by reason of the exercise of such options. The term "Pro Rata Share" shall be a fraction the numerator of which is the number of Shares owned by such Shareholder as of the Closing Date and the denominator of which is the number of Shares owned by all Shareholders as of the Closing Date. At the Closing, Purchaser shall cause to be paid in immediately available funds all Acquisition Adjustments which have been deducted from the Base Price upon presentation of invoices satisfactory to Purchaser and, with respect to Indebtedness, evidence satisfactory to Purchaser that, upon payment of such Indebtedness, the Company's and the Principal Shareholders' obligations to ...