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

  • Measurement All quantities of Products received or delivered by or into truck, rail, or marine vessel shall be measured and determined based upon the meter readings at each Terminal, as reflected by delivery tickets or bills of lading, or if such meters are unavailable, by applicable calibration tables. All quantities of Products received and delivered by pipeline shall be measured and determined based upon the meter readings of the pipeline operator, as reflected by delivery tickets, or if such meters are unavailable, by applicable calibration tables. Deliveries to a Terminal rack at Mandan, Salt Lake City or Wilmington from a Tesoro Refinery shall be deemed to be the same as the corresponding volumes delivered contemporaneously from the Terminal rack. Deliveries by book transfer shall be reflected by entries in the books of TLO. All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or latest revisions thereof. A barrel shall consist of 42 U.S. gallons and a gallon shall contain 231 cubic inches. Meters and temperature probes shall be calibrated according to applicable API standards. Tesoro shall have the right, at its sole expense, and in accordance with rack location procedure, to independently certify said calibration. Storage tank gauging shall be performed by TLO’s personnel. TLO’s gauging shall be deemed accurate unless challenged by an independent certified xxxxxx. Tesoro may perform joint gauging at its sole expense with TLO’s personnel at the time of delivery or receipt of Product, to verify the amount involved. If Tesoro should request an independent xxxxxx, such xxxxxx must be acceptable to TLO, and such gauging shall be at Tesoro’s sole expense.

  • Measurement Period (b) 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.

  • 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.

  • Reference to Distribution Dates With respect to any Distribution Date, the “related Monthly Period,” and the “related Record Date,” will mean the Monthly Period and Record Date, respectively, immediately preceding such Distribution Date, and the relationships among Monthly Periods and Record Dates will be correlative to the foregoing relationships.

  • Total Net Leverage Ratio The Borrower will not permit the Total Net Leverage Ratio as of the end of any Fiscal Quarter to exceed 3.50 to 1.00.

  • 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.

  • Interim Events Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Consolidated Total Net Leverage Ratio Permit the Consolidated Total Net Leverage Ratio on the last day of any fiscal quarter occurring during any period set forth below, to be greater than the ratio set forth below opposite such period: Period Maximum Consolidated Total Net Leverage Ratio Closing Date through and including September 30, 2014 7.25:1.00 December 31, 2014 through and including September 30, 2015 6.75:1.00 December 31, 2015 and thereafter 6.50:1.00

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