High Yield Equivalent Compensation Sample Clauses

High Yield Equivalent Compensation. During any period in which each of the following conditions (the "High Yield Equivalent Conditions") exists: (i) the Motorola Exposure outstanding shall be $275,000,00 or less; (ii) no other person or party providing guarantees for the support of Iridium's indebtedness for borrowed money is receiving equity compensation from Iridium or IWCL in respect of such guarantees (other than Kyocera Corporation in connection with its Guarantee of Operating's borrowings to fund the purchase of Subscriber Equipment from Kyocera); (iii) Kyocera is receiving equity compensation, if any, at no greater rate (in relation to amount of Guarantee) than Motorola, (iv) no mandatory prepayment or redemption or acceleration of any Senior Notes (as defined in the MOU) has occurred (except as a result of Motorola's disposition of Class 1 Interests causing a "change in control" (as defined in the Offering Memorandum) to occur under the Senior Notes); and (v) Iridium has complied with the terms of this Agreement and the MOU, then at Iridium's option, in lieu of issuing Warrants pursuant to Section 3(a) above: (1) Operating shall pay Motorola cash compensation for the Motorola Exposure, in an amount equal to (x) the average daily Motorola Exposure during any period for which the Motorola Exposure is greater than zero multiplied by the excess, if any, of (A) the weighted average daily interest rate applicable to the Series A Notes and Series B Senior Notes over (B) the weighted average daily interest rate actually charged by the Lenders under the Credit Agreements related to the Motorola Exposure for such period. (2) Iridium shall issue to Motorola Warrants to purchase Shares in an amount equal to the average daily principal amount of Motorola Exposure during such period multiplied by the daily equivalent of the warrant compensation payable to the initial holders of the units comprised of warrants to purchase IWCL common stock and Series A Notes with respect to such amount (calculated on a pro rata daily basis from the date of the issuance of such Series A Notes to the stated maturity thereof). (3) In each case (1) and (2) multiplied by the number of days the Motorola Exposure is outstanding.
Sample 1See All (4)
AutoNDA by SimpleDocs
High Yield Equivalent Compensation. During any period in which Borrowings are outstanding, (i) Iridium will pay Kyocera cash compensation ("High Yield Equivalent Compensation") for the Guarantee, in an amount equal to (x) the average daily principal amount of Borrowings outstanding during any period during which Borrowings are outstanding multiplied by the excess, if any, of (A) the weighted average interest rate applicable to the Series A and Series B Notes of Iridium over (B) the average daily interest rate actually charged by the Lenders under the Credit Documents for such period, and (ii) Parent will issue to Kyocera warrants to purchase Class 1 Interests of Parent (such warrants to be on terms comparable to those warrants issued pursuant to Section 2(e) of the Amended and Restated Agreement Regarding Guarantee between Parent and Motorola, Inc., dated July 11, 1997 ("Motorola Agreement")) in an amount equal to the average daily principal amount of Borrowings outstanding during such period multiplied by the daily equivalent of the warrant compensation payable to holders of the Series A Notes of Iridium with respect to such amount (calculated on a pro rata daily basis from the date of the issuance of such Series A Notes to the stated maturity thereof); in each case (i) and (ii) multiplied by the number of days the Borrowings are outstanding. High Yield Equivalent Compensation shall be paid semi-annually in arrears within 45 days after the end of each semi-annual period.
Sample 1

Related to High Yield Equivalent Compensation

  • Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.

  • Share Class Annual Compensation Rate Class R-1 1.00% Class R-2 0.75% Class R-2E 0.60% Class R-3 0.50% Class R-4 0.25% Class R-5 No compensation paid Class R-5E No compensation paid Class R-6 No compensation paid If you hold Plan accounts in an omnibus account (i.e., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.

  • Total Compensation Contractor shall include Total Compensation in XXX for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received:

  • Stock Based Compensation Executive will be eligible to participate in the Company's Employee Stock Purchase Plan and to be considered by the Compensation Committee for grants or awards of stock options or other stock-based compensation under the Company's Stock Incentive Plan or similar plans from time to time in effect. All such grants or awards shall be governed by the governing Plan and shall be evidenced by the Company's then standard form of stock option, restricted stock or other applicable agreement.

  • Management Compensation As compensation for your services in the management of the offering, we will pay you an amount equal to the management fee specified in the Invitation in respect of the Securities to be purchased by us pursuant to the Purchase Agreement, and we authorize you to charge our account with such amount. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine.

  • Incentive Payments The Settlement Fund Administrator will treat incentive payments under Section IV.F on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Incentive Bonus During the Term, Employee shall be eligible to receive an incentive bonus up to the amount, based upon the criteria, and payable in such amount, at such times as are specified in Exhibit A attached hereto. The manner of payment, and form of consideration, if any, shall be determined by the Compensation Committee of the Board, in its sole and absolute discretion, and such determination shall be binding and final. To the extent that such bonus is to be determined in light of financial performance during a specified fiscal period and this Agreement commences on a date after the start of such fiscal period, any bonus payable in respect of such fiscal period's results may be prorated. In addition, if the period of Employee's employment hereunder expires before the end of a fiscal period, and if Employee is eligible to receive a bonus at such time (such eligibility being subject to the restrictions set forth in Section 6 below), any bonus payable in respect of such fiscal period's results may be prorated.

  • 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.

  • Maximum Total Compensation Subsection 10.1 is amended to Increase Decrease the Maximum Total Compensation from $ to $ .

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