Operating Profit Index Lockup Period definition

Operating Profit Index Lockup Period means the period during which the Controlling Party guarantees Newco will achieve the Operating Profit Index, or the 26-month period following the Closing Date.

Examples of Operating Profit Index Lockup Period in a sentence

  • When the actual Net Profits of Newco for an Audited Year within the Operating Profit Index Lockup Period reach the corresponding Operating Profit Index, the Acquirer shall acquire the equity interests in accordance with the provisions of this Article.

  • The equity acquisition under this Article does not relieve the Controlling Party of its obligation to achieve the Operating Profit Index for the remaining years within the Operating Profit Index Lockup Period.

  • ARTICLE 14 The Net Profits of any new retail store established or acquired by the Company, by using the Company’s own capital or money borrowed by the Company, for business development purposes and with board approval during the Operating Profit Index Lockup Period shall be consolidated with the operating results of the Company to calculate the Net Profits of the Company for purposes of determining the Performance Reward to be paid to the Controlling Party.

  • ARTICLE 13 Within the Operating Profit Index Lockup Period, the Acquirer shall pay the Performance Reward to the Controlling Party in a lump sum no later than 10 days after delivery of the audit report for the Second Audited Year.

  • If the Net Profits of Newco in each Audited Year within the Operating Profit Index Lockup Period reach the corresponding Operating Profit Index, the Acquirer guarantees that it shall acquire those equity interests in Newco that the Controlling Party plans to transfer.

  • After such unpaid amounts are deducted, if the actual Net Profits of the Company for any Audited Year within the Operating Profit Index Lockup Period fail to reach the applicable Operating Profit Index, the Acquirer, in accordance with the provisions of Article 6 of this Agreement, shall have the right to choose, in its sole discretion, to either reduce the amount of the Acquisition Consideration payable or increase the percentage of equity interests to be transferred by the Controlling Party.

  • If the Net Profits of the Company for any Audited Year within the Operating Profit Index Lockup Period fail to reach the Operating Profit Index as guaranteed by the Controlling Party, the Acquisition Consideration payable by the Acquirer shall be adjusted accordingly and the Controlling Party shall not be subjected to any liability.

  • Article 31 Within the Operating Profit Index Lockup Period, the Controlling Party shall pledge its ownership of 49% of the equity interests in Newco to the Acquirer as a guarantee for both the performance of this Agreement and the Operation and Management Agreement and for the achievement of the Operating Profit Index.

  • Article 33 After the expiration of the Operating Profit Index Lockup Period, the Controlling Party shall have the right to dispose of the equity interests it holds in Newco.

Related to Operating Profit Index Lockup Period

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Adjusted EPS means earnings per share further adjusted for share-based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

  • Gross Operating Profit For any Fiscal Year, the excess of Gross Revenues for such Fiscal Year over Gross Operating Expenses for such Fiscal Year.

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.

  • Mid-Month Receipt Period With respect to each Distribution Date, the one month period beginning on the Determination Date (or, in the case of the first Distribution Date, from and including the Cut-Off-Date) occurring in the calendar month preceding the month in which such Distribution Date occurs and ending on the day preceding the Determination Date immediately preceding such Distribution Date.

  • Operating Period for any Element of the Project shall mean the period from (and including) the COD of such Element of the Project, up to (and including) the Expiry Date and for the Project, shall mean the period from (and including) the COD of the Project, up to (and including) the Expiry Date;

  • Adjusted Operating Income for each year in the Performance Period is defined as the Company’s net income from continuing operations as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis), adjusted as set forth in the immediately following sentence. In calculating Adjusted Operating Income, net income from continuing operations shall be adjusted as follows: first (A) remove the after-tax effects of the following items: (i) losses (net of reinsurance) from catastrophes (as designated by the Insurance Service Office’s Property Claims Service Group, the Lloyd’s Claim Office, Swiss Reinsurance Company’s sigma report, or a comparable report or organization generally recognized by the insurance industry, and reported by the Company as a catastrophe); asbestos and environmental reserve charges (or releases); net realized investment gains or losses in the fixed maturities and real estate portfolios; and (ii) extraordinary items, the cumulative effect of accounting changes and federal income tax rate changes, and restructuring charges, each as defined by generally accepted accounting principles in the United States, and each as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis); (B) reduced, as to the first year in the Performance Period (20XX), by $XXXXXX, as to the second year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium, and as to the third year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium; and (C) reduced by an amount intended, as of the date of this award, to approximate historical levels of credit losses (on an after-tax basis) associated with the Company’s fixed income investments, determined by (i) multiplying a fixed factor, expressed as 2.25 basis points, by the amortized cost of the Company’s fixed maturity investment portfolio at the beginning of each quarter during the relevant year in the Performance Period and (ii) adding the after-tax sum of the amounts resulting from (i) for such year in the Performance Period.

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Operating Profits means, as applied to any Person for any period, the operating income of such Person for such period, as determined in accordance with GAAP.

  • SOFR Compounded Index means the Compounded SOFR rate as published at 15:00 (New York time) by Federal Reserve Bank of New York (or a successor administrator of SOFR) on the website of the Federal Reserve Bank of New York, or any successor source; and

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Borrower, the Borrower’s net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by the Borrower in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person in which the Borrower has an ownership interest unless (and only to the extent) such earnings shall actually have been received by the Borrower in the form of cash distributions; (e) earnings of any Person to which assets of the Borrower shall have been sold, transferred or disposed of, or into which the Borrower shall have been merged, or which has been a party with the Borrower to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Borrower or from cancellation or forgiveness of Debt; (g) gains or non-cash losses arising from Hedge Agreements entered into by Borrower, and (h) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

  • Adjusted EBITDA Margin means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

  • Compounded Index means either the SONIA Compounded Index or the SOFR Compounded Index, as specified in the relevant Final Terms;

  • net non-operating income means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above.

  • Reference Year Market Flow means the Market Flow based on a transmission topology that includes all pre-existing Transmission Facilities and all new or upgraded Transmission Facilities whose impact on M2M Entitlements has been previously evaluated and incorporated.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • 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.

  • Operating Month for a Shipper or Transferor means any calendar month in which Carrier either transports Crude Petroleum or recognizes and records a change in ownership of Crude Petroleum for the account of such Party. For purposes hereof the calendar month shall be deemed to begin at 7:00 a.m. (Central Time) on the first day of such month.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Floating Profit/Loss means current profit/loss on Open Positions calculated at the current Quotes.

  • Working level month (WLM) means an exposure to 1 working level for 170 hours (2,000 working hours per year divided by 12 months per year is approximately equal to 170 hours per month).

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Annual Period means each twelve (12) month period commencing on the Effective Date and, thereafter, on each anniversary of the Effective Date.