We may change the Earn Rate, Earn Cap or Spend Cap on reasonable notice to you through one or more of our Channels.
The Earn Cap is the maximum value of Rewards Points you can Earn from us in each Fixed Cycle.
The Earn Cap is the maximum value of Rewards Points you can Earn from us in each Fixed Cycle at the following Rewards Retailers.
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.
Valuation Cap means $8,000,000.
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).
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.
Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.
Earnout Payment has the meaning set forth in Section 2.3(b).
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.
Hurdle Amount for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the Net Asset Value of the Partnership Units outstanding at the beginning of the then-current calendar year and all Partnership Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Partnership Units and all issuances of Partnership Units over the period and calculated in accordance with recognized industry practices. The ending Net Asset Value of the Partnership Units used in calculating the internal rate of return will be calculated before giving effect to any allocation or accrual to the Performance Participation Interest and any applicable stockholder servicing fee expenses, provided that the calculation of the Hurdle Amount for any period will exclude any Partnership Units repurchased during such period, which Partnership Units will be subject to the Performance Participation Interest upon such repurchase as described in Section 5.2(c).
Earnout Payments has the meaning set forth in Section 2.2(a).
Earn-Out Consideration is defined in Section 2.5(c).
Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).
Indemnity Cap has the meaning set forth in Section 8.4.3.
Earnout Amount has the meaning set forth in Section 2.5.1b).
Total adjusted capital means the sum of:
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Earn-Out Period has the meaning set forth in Section 2.6.1.
Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).
Buy In Adjustment Amount shall have the meaning specified in Section 6.
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.
Cap Amount shall have the meaning set forth in Section 2.3.10.