Annual Measurement Date Sample Clauses

Annual Measurement Date. As promptly as possible following the date which is the first year anniversary of the Closing Date (the "Annual Measurement Date"), and subject to receipt by Buyer from the applicable Original Holder of a certificate certifying as to whether such person or any of its Permitted Transferees has disposed of any Original Shares and containing all other information regarding such holder necessary to make the computations referred to in this Section 3.4(b) (the delivery of which certificate shall be a condition of such person's ability to receive payment under this Section 3.4(b)), Buyer shall compute, with respect to each Original Holder, (i) the "Total Value" of 50% of the aggregate number of Original Shares acquired by such Original Holder (or its Permitted Transferees) in the Merger (such 50% being referred to as the "Annual Shares") and (ii) the "Annual Make-Whole Amount" (as defined below). For purposes of this paragraph, the "Total Value" of the Annual Shares of an Original Holder (and its Permitted Transferees) shall be (A) with respect to any Annual Shares held by such holder as of the Annual Measurement Date (the "Remaining Annual Shares"), an amount equal to the Market Value per share of Buyer Class A Common Stock as of the Annual Measurement Date multiplied by the number of Remaining Annual Shares (it being agreed that sales by such holder or any of its Permitted Transferees prior to the Annual Measurement Date of any Original Shares, up to the total of Annual Shares, shall be deemed to be sales of Annual Shares) (the "Total Remaining Annual Value") and (B) if such holder or any of its Permitted Transferees shall have sold Annual Shares after the Closing Date and prior to the Annual Measurement Date (it being agreed that sales of any Original Shares by such holder, up to the total number of Annual Shares, shall be deemed to be sales of Annual Shares) (each a "Disposed Annual Share" and collectively, the "Disposed Annual Shares"), an amount equal to the sum of each "Disposed Annual Value" (such sum, the "Total Disposed Annual Value"). With respect to each sale of Disposed Annual Shares, the "Disposed Annual Value" shall be determined on the Annual
AutoNDA by SimpleDocs
Annual Measurement Date. As promptly as possible following the date which is the first year anniversary of the Closing Date (the "Annual Measurement Date"), and subject to receipt by Buyer from the applicable Original Holder of a certificate certifying as to whether such person or any of its Permitted Transferees has disposed of any Original Shares and containing all other information regarding such holder necessary to make the computations referred to in this Section 3.4(b) (the delivery of which certificate shall be a condition of such person's ability to receive payment under this Section 3.4(b)), Buyer shall compute, with respect to each Original Holder, (i) the "Total Value" of 50% of the aggregate number of Original Shares acquired by such Original Holder (or its Permitted Transferees) in the Merger (such 50% being referred to as the "Annual Shares") and (ii) the "Annual Make-Whole Amount" (as defined below). For purposes of this paragraph, the "Total Value" of the Annual Shares of an Original Holder (and its Permitted Transferees) shall be (A) with respect to any Annual Shares held by such holder as of the Annual Measurement Date (the "Remaining Annual Shares"), an amount equal to the Market Value per share of Buyer Class A Common Stock as of the Annual

Related to Annual Measurement Date

  • Usage Measurement Usage measurement for calls shall begin when answer supervision or equivalent Signaling System 7 (SS7) message is received from the terminating office and shall end at the time of call disconnect by the calling or called subscriber, whichever occurs first.

  • Mileage Measurement Where required, the mileage measurement for LIS rate elements is determined in the same manner as the mileage measurement for V&H methodology as outlined in NECA Tariff No. 4.

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

  • Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards.

  • Measurement Should the State terminate this contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to the Engineer. In determining the value of the work performed by the Engineer prior to termination, the State shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should the State terminate this contract under paragraph (4) or (5) above, the Engineer shall not incur costs during the thirty-day notice period in excess of the amount incurred during the preceding thirty days.

  • Measurement method An isolation resistance test instrument is connected between the live parts and the electrical chassis. The isolation resistance is subsequently measured by applying a DC voltage at least half of the working voltage of the high voltage bus. If the system has several voltage ranges (e.g. because of boost converter) in conductively connected circuit and some of the components cannot withstand the working voltage of the entire circuit, the isolation resistance between those components and the electrical chassis can be measured separately by applying at least half of their own working voltage with those components disconnected.

  • Average Annual Compensation The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.

  • VALUATION PERIOD Each Division will be valued at the end of each Valuation Period on a Valuation Date. A Valuation Period is each Business Day together with any non-Business Days before it. A Business Day is any day the New York Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds, unit investment trusts, or other investment portfolios to value their securities. ACCUMULATION VALUE The Accumulation Value of this Contract is the sum of the amounts in each of the Divisions of the Variable Separate Account and General Account. You select the Divisions of the Variable Separate Account and General Account to which to allocate the Accumulation Value. The maximum number of Divisions to which the Accumulation Value may be allocated at any one time is shown in the Schedule. ACCUMULATION VALUE IN EACH DIVISION ON THE CONTRACT DATE On the Contract Date, the Accumulation Value is allocated to each Division as elected by you, subject to certain terms and conditions imposed by us. We reserve the right to allocate premium to the Specially Designated Division during any Right to Examine contract period. After such time, allocation will be made proportionately in accordance with the initial allocation(s) as elected by you. ON EACH VALUATION DATE At the end of each subsequent Valuation Period, the amount of Accumulation Value in each Division will be calculated as follows:

  • Vesting Commencement Date Exercise Price per Share: Total Number of Shares Subject to the Option: Total Exercise Price: Expiration Date:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!