Final Measurement Date Sample Clauses

Final Measurement Date. As promptly as possible following the date which is the twentieth monthly anniversary of the Closing Date (the "Final 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 information regarding such holder necessary to make the computations referred to in this Section 3.4(c) (the delivery of which certificate shall be a condition of such person's ability to receive payment under this Section 3.4(c)), Buyer shall compute, with respect to each Original Holder, (i) the "Total Value" of the Original Shares acquired by such Original Holder (and its Permitted Transferees) in the Merger which are not Annual Shares (the "Final Shares") and (ii) the "Final Make-Whole Amount" (as defined below). For purposes of this paragraph, the "Total Value" of the Final Shares of an Original Holder (and its Permitted Transferees) shall be (A) with respect to any Final Shares held by such holder as of the Final Measurement Date (the "Remaining Final Shares"), an 4 10 amount equal to the Market Value per share of Buyer Class A Common Stock as of the Final Measurement Date multiplied by the number of Remaining Final Shares (the "Total Remaining Final Value") and (B) if such holder or its Permitted Transferees shall have sold Final Shares after the Closing Date and prior to the Final Measurement Date (each a "Disposed Final Share" and collectively, the "Disposed Final Shares", an amount equal to the sum of each "Disposed Final Value" (such sum, the "Total Disposed Final Value"). With respect to each sale of Disposed Final Shares, the "Disposed Final Value" shall be determined on the Final Measurement Date and shall be an amount equal to the Transaction Price minus the higher of the Market Value per share of the Buyer Class A Common Stock on the Final Measurement Date and the price at which such Disposed Final Shares were sold (such higher value, the "Final Disposition Price") multiplied by the number of Disposed Final Shares so sold; provided, however, that if the Final Disposition Price is higher than the Transaction Price, the Disposed Final Value shall be deemed to be zero. The "Final Make-Whole Amount" with respect to an Original Holder (and its Permitted Transferees) shall mean the sum of (1) the amount, but only if positive, equal to (a) the sum of the Transaction Price multiplied by the number of Rem...
Sample 1
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Final Measurement Date. The final number of Performance Shares earned and to be paid out following the Final Measurement Date with respect to this Agreement, if any, shall be the number of Performance Shares earned at the level of cumulative Synergy Savings for the Performance Period per Exhibit A, with amounts interpolated as provided in Section 4(a)(iii), reduced by such number of Performance Shares, if any, that were earned as of and paid out following the Interim Measurement Dates.
Sample 1

Related to Final 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 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.

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

  • Performance Adjustment Rate Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%. For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will be based on the performance of the retail class. The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months. The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

  • Temperature Measurement Temperature will be measured by the nearest automatic Melbourne Bureau of Meteorology Monitoring Station for example (but not limited to): Melbourne, Moorabbin, Dunns Hill, Melbourne Airport, Frankston, and Point Xxxxxx. At the commencement of each project, the onsite management and employee representatives shall agree which is to be the applicable automatic weather monitoring station.

  • Calculation Dates The interest rate applicable to each Interest Reset Period will be determined by the Calculation Agent on or prior to the Calculation Date (as defined below), except with respect to LIBOR, which will be determined on the particular Interest Determination Date. Upon request of the Holder of a Floating Rate Note, the Calculation Agent will disclose the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to such Floating Rate Note. The “Calculation Date”, if applicable, pertaining to any Interest Determination Date will be the earlier of: (1) the tenth calendar day after the particular Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day; or (2) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.

  • Total Net Leverage Ratio Holdings and its Restricted Subsidiaries, on a consolidated basis, shall not permit the Total Net Leverage Ratio on the last day of any Test Period to exceed the ratio set forth below opposite the last day of such Test Period:

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

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