Company Earnings definition

Company Earnings means the Company earnings during the Performance Period, as determined by the Committee in its sole discretion.
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Company Earnings means the actual earnings of the business of the Company as existing immediately prior to the Closing Date and as operated by the Surviving Corporation after the Closing Date for the applicable Earnout Period which earnings are recognized by the Surviving Corporation (in accordance with GAAP as consistently applied by Parent). For purposes of this Exhibit C --------- only, Company Earnings shall be determined, to the extent such items are included in the earnings of the Surviving Corporation, to exclude the effect of the following items: (i) the gain or loss from any sale, exchange or other disposition of assets, other than sales of assets in the ordinary course of business consistent with past practice; (ii) the gain or loss from the exchange of securities or any increase or reduction in the carrying cost of such securities; (iii) any extraordinary gain or loss, as defined by GAAP; (iv) any gain, loss, income or expense resulting from a change in the Surviving Corporation's accounting methods, principles or practices or a change in GAAP or any GAAP election or treatment; (v) all cash or non-cash costs, fees or expenses arising from or related to the merger transaction contemplated by the Agreement including without limitation, legal fees, accounting costs in excess of normal audit fees, consultant expenses, goodwill amortization and transaction bonuses; (vi) the accounting charges and expenses resulting from the issuance or grant of any stock, stock options or other equity of Parent to employees of the Surviving Corporation and any amendment or acceleration of such equity, or (vii) any other expenses that Parent and the Representative mutually agree should not be included in the calculation; provided, that earnings shall be calculated before deducting income taxes and bonuses to employees of the Surviving Corporation paid for the applicable Earnout Period in accordance with GAAP and consistent with the Surviving Corporation Operational Budget (as defined below in Section 6).
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Company Earnings shall be determined in accordance with the provisions of Exhibit 2.03 attached to this Agreement. The calculation of the amount of Contingent Consideration paid under this Section 2.03(a) shall be subject to review as provided in Section 2.03(c) below.
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Examples of Company Earnings in a sentence

  • As used in this paragraph, to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

  • As used in this Section 3(o), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

  • As used in this Section 3(p), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

  • As used in this Section 3(q), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

  • Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Registration Statement Amendment Date, Company Earnings Report Date and Company Periodic Report Date when the Company relied on such waiver and did not provide the Agents an opinion pursuant to clause (B) of the first sentence of this Section 3(p), then before the Company instructs the Agent to sell Shares pursuant to Section 2(b), the Company shall provide the Agent such opinion.

  • As used in this Section 3(n), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

  • Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Registration Statement Amendment Date, Company Earnings Report Date or Company Periodic Report Date when the Company relied on such waiver and did not provide the Agents a certificate pursuant to clause (B) of the first sentence of this Section 3(o), then before the Company instructs the Agent to sell Shares pursuant to Section 2(b), the Company shall provide the Agent such certificate.

  • As used in this Section 3(r), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

  • Company Earnings and Revenue Growth Risks.While the company intends to seek growth, diversification, and integration to create long-term value, this is not guaranteed.

  • Company Earnings growth risks include but are not limited to the company, its business units, or other associated assets.


More Definitions of Company Earnings

Company Earnings means the Company's earnings, determined in accordance with generally accepted accounting principles consistently applied, before (x) the following expenses, to the extent solely attributable to the consummation of the transactions contemplated herein: any (A) interest, (B) depreciation and (C) amortization of goodwill; (y) income taxes and (z) any corporate or regional overhead charges from Buyer. Company Earnings shall include the sum of the Inside New Business Earnings and the Outside New Business Earnings (as such terms are defined below). To the extent that the Company Earnings for the First Measurement Period exceed $4,868,000, such excess shall be carried forward and added to the Company Earnings for the Second Measurement Period. To the extent that the Company Earnings for the Second Measurement Period (as adjusted pursuant to the immediately preceding sentence) exceed $5,842,000, such excess shall be carried forward and added to the Company Earnings for the Third
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Company Earnings means Enson’s consolidated profit before tax for the fiscal year ending March 31, 2011 excluding the following items: investment income, other income, other expenses, other gains and losses and interest expenses (which items shall have the same definition as per Enson’s audited consolidated financial statements for the fiscal year ended March 31, 2010) in accordance with the Company Earnings Principles and adjusted in accordance with the agreed adjustment as set out in Annex C, excluding net sales to UEI multiplied by standard gross margin of UEI’s products equal to 16% less allocated operating expenses. Allocated operating expenses will be determined by the following equation: consolidated operating expenses as a percentage of consolidated net sales multiplied by 75% multiplied by net sales to UEI.
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Company Earnings means the net income, computed on an accrual basis, of the Company Business for the relevant period determined in accordance with generally accepted accounting principles, consistently applied, after depreciation and amortization of intangibles, but excluding amortization of goodwill created in this transaction or depreciation of any increase in asset basis as a result of this transaction and prior to any accrual for, or payment of, any federal, state or local taxes measured by such net income, all as determined by the independent public accountants who examine and report on the consolidated financial statements of Complete and its subsidiaries. Notwithstanding that the same may not be in accordance with generally accepted accounting principles, the following principles shall apply to the determination of Company Earnings: (i) Company Earnings shall not include any gains or losses on the sale or other disposition of any fixed assets; (ii) Company Earnings shall not include any general corporate overhead of Complete or management fees to Complete; and (iii) charges for services provided to or on behalf of the Company Business by or on behalf of Complete or any affiliate of Complete (such as fees for audit and legal service or for insurance) shall be chargeable to Company Earnings but shall not be greater than the charges which the Company Business would reasonably have had to pay for such services if they were rendered by an unaffiliated third party. In determining Company Earnings for the Adjustment Period there shall not be deducted from income any additional expenses incurred which are not consistent with those incurred by the Seller in the operation of the Company Business prior to the Closing. For purposes of determining Company Earnings for the Adjustment Period, it shall be assumed that the Company Business has been operated only in the usual, regular and ordinary manner and consistent with past practices and no expenses or other items which constitute a material departure from past business practices such as, by way of example, and not by way of limitation, marketing or other material expenses incurred to change or expand the lines of business or expand the areas or states in which the Company Business operates, shall be deducted from income.
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Company Earnings means the amount at a given point in time by which the income accrued by the Company in accordance with GAAP since March 31, 2007 exceeds the expenses accrued by the Company in accordance with GAAP since March 31, 2007.
Sample 1
Company Earnings means the net income, computed on an accrual basis, of the Company Business for the relevant period determined in accordance with generally accepted accounting principles, consistently applied, after depreciation and amortization of intangibles, including those arising in this transaction, but prior to any accrual for, or payment of, any federal, state or local taxes measured by such net income, all as conclusively determined by the independent public accountants who examine and report on the consolidated financial statements of Complete and its subsidiaries. Notwithstanding that the same may not be in accordance with generally accepted accounting principles, the following principles shall apply to the determination of Company Earnings: (i) Company Earnings shall not include any gains or losses on the sale or other disposition of any fixed assets; (ii) Company Earnings shall not include any general corporate overhead of Complete or management fees to Complete and; (iii) charges for services provided to or on behalf of the Company Business by or on behalf of Complete (such as fees for audit and legal service or for insurance) shall be chargeable to Company Earnings but shall not be greater than the charges which the Company Business would reasonably have had to pay for such services if they were rendered by an unaffiliated third party.
Sample 1
Company Earnings means the earnings of the Company, consolidated with all of the Company's subsidiaries, for an entire fiscal year, before taxes, interest, depreciation, amortization and other non-cash items, management, consulting and investment banking fees to related parties, and compensation and expenses of the Board of Directors, and after capital expenditures.
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Related to Company Earnings

  • Monthly Earnings means your gross monthly income from your Employer, not including shift differential, in effect just prior to your date of disability. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Gross earnings means all monies earned by the Employee under the terms of this Collective Agreement.

  • Annual Earnings means your gross annual income from your Employer, not including shift differential, in effect just prior to the date of loss. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.

  • Base Earnings means base salary and wages payable by the Company or a Participating Subsidiary to an Eligible Employee, prior to pre-tax deductions for contributions to qualified or non-qualified (under the Code) benefit plans or arrangements, and excluding bonuses, incentives and overtime pay but including commissions.

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

  • Core Earnings means, with respect to any Person for any period, net income determined in accordance with GAAP of such Person and its consolidated subsidiaries and excluding (but only to the extent included in determining net income for such period) (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with the formation of the Sponsor and the offering in connection therewith, including the initial underwriting discounts and commissions, (iii) acquisition costs from successful acquisitions (other than acquisitions made in the ordinary course of business), (iv) real property depreciation and amortization, (v) any unrealized gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, (vi) extraordinary or non-recurring gains or losses and (vii) one-time expenses, charges or gains relating to changes in GAAP; provided that Core Earnings shall, solely with respect to the Core Earnings attributable to any Non Wholly-Owned Consolidated Affiliate, only include the Consolidated Group Pro Rata Share of such attributable amount.

  • Payoff Earnings For any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Master Servicer during the Payoff Period, the aggregate of the interest earned by the Master Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).

  • Eligible Earnings means the Grantee's base salary (prior to any deferrals under a cash or deferred compensation plan sponsored by the Corporation or an Affiliate) paid during the Plan Year. From time to time the Plan Administrator may, in its sole discretion, establish rules for determining the amounts of Eligible Earnings for employees who become Grantees other than on the first day of a Plan Year as well as any reduction of Eligible Earnings as a result of paid leave of absences.

  • Final Average Earnings means the earnings used to determine benefits under this Plan as further described in Article 7.

  • Excess Earnings means, with respect to Mortgage Loans held in any subaccount of the Acquisition Account or the Loan Recycling Account established in connection with a Series of Tax- exempt Bonds, the "excess earnings," as defined in Treasury Regulations § 1.148-10T, with respect thereto.

  • Retained Earnings means the retained earnings of an FHLBank calculated pursuant to GAAP.

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Defined Benefit Fraction means a fraction, the numerator of which is the sum of the Projected Annual Benefits of the Participant involved under all Defined Benefit Plans (whether or not terminated) maintained by the Employer or Affiliate, and the denominator of which is the lesser of 125% of the dollar limitation determined for the Limitation Year under Code Sections 415(b) or (d) or 140% of the Participant's Highest Average Limitation Compensation, including any adjustments under Code Section 415(b). However, if the Participant was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more Defined Benefit Plans maintained by the Employer or Affiliate which were in existence on May 5, 1986, the denominator of this fraction will not be less than 125% of the sum of the annual benefits under such Plans which the Participant had accrued as of the close of the last Limitation Year beginning before January 1, 1987, disregarding any changes in the terms and conditions of the plans after May 5, 1986. The preceding sentence applies only if the Defined Benefit Plans individually and in the aggregate satisfied the requirements of Code Section 415 for all Limitation Years beginning before January 1, 1987.

  • Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.

  • Defined Benefit Plan Fraction means a fraction, the numerator of which is the projected annual benefit (determined as of the close of the relevant Plan Year) of the Participant under all Defined Benefit Plans maintained by one or more Related Companies, and the denominator of which is the lesser of (i) the product of 1.25 multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for the Plan Year, or (ii) the product of 1.4 multiplied by the amount which may be taken into account under Section 415(b)(1)(B) of the Code with respect to the Participant for the Plan Year.

  • Pre-Funding Earnings means any Investment Earnings on amounts on deposit in the Pre-Funding Account.

  • Annual income means all amounts, monetary or not, which:

  • Company Matching Contributions means any contributions made to the Company Matching Account of a Participant by a Participating Employer as provided for in Section 4.02.

  • Final Average Pay means, for purposes of Section 5 the average of Employee's three (3) highest years of Compensation during the ten (10) calendar year period immediately preceding the calendar year in which Employee Retires, and for purposes of determining death benefits under Section 6 the average of Employee's three (3) highest years of Compensation during the ten (10) calendar year period immediately preceding the calendar year containing Employee's date of death. The foregoing notwithstanding, any calendar year in which Employee has no Compensation from the Corporation shall be ignored in determining such ten calendar year period.

  • Company Contributions means the contributions made by the Company pursuant to Section 3.3.

  • Average Compensation means the average of your W-2 wages from the Company for the five (5) calendar years completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in Average Compensation.

  • Benefit Amount shall have the meaning set forth in Section 20.12 hereof.

  • Earnable compensation means the full rate of the