Accelerated Portion definition

Accelerated Portion has the meaning specified in the Contract.
Sample 1Sample 2Sample 3
Accelerated Portion means, in relation to any Cash Merger, the portion of the Merger Consideration, other than Marketable Securities, that has a Value equal to the amount determined by multiplying the Basic Reorganization Event Amount by a fraction, the numerator of which is the Value of the portion of the Merger Consideration delivered in exchange for a single share of Class A Common Stock that consists of assets other than Marketable Securities, and the denominator of which is the aggregate Transaction Value of the Merger Consideration received in exchange for a single Share of Class A Common Stock.
Sample 1Sample 2Sample 3
Accelerated Portion means the greater of (x) the first two tranches of shares of Time-Vested Deferred Stock scheduled to vest after a Sale of the Company and (y) (i) if the Sale Price is less than $9.00 per Share, 0 shares of Time-Vested Deferred Stock, (ii) if the Sale Price is at least $9.00 per Share but less than $10.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 40% of the number of shares of Time-Vested Deferred Stock subject to this Agreement, (iii) if the Sale Price is at least $10.00 per Share but less than $11.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 50% of the number of shares of Time-Vested Deferred Stock subject to this Agreement; (iv) if the Sale Price is at least $11.00 per Share but less than $12.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 60% of the number of shares of Time-Vested Deferred Stock subject to this Agreement; and (v) if the Sale Price is at least $12.00, 100% of the then outstanding and unvested shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(ii) but at least 40% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(ii) shall be deemed to equal 0 shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(iii) but at least 50% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(iii) shall be deemed to equal 0 shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(iv) but at least 60% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(iv) shall be deemed to equal 0 shares of Time-Vested Deferred Stock.
Sample 1Sample 2

Examples of Accelerated Portion in a sentence

  • Penalties may include: • Recapture of the Accelerated Portion of the tax credits for prior years;• Disallowance of the credit for the entire year in which the non-compliance occurs; and• Assessment of interest for the recapture year and previous years.

  • The Accelerated Portion shall mean the portion of the accounts for PC/CM Continuing Business Employees that are scheduled to vest or have previously vested under the current terms of the PC/CM Retention Plans on or prior to January 1, 2007.

  • It is the intent of the Parties that, on and after the Closing Date, PC/CM Continuing Business Employees shall continue to vest in the portion of their account balances under each of the PC/CM Retention Plans that does not constitute the Accelerated Portion (the “Retention Portion”) in accordance with the terms and provisions of each such plan and that the Retention Portion not be distributed to PC/CM Continuing Business Employees on the Closing Date.

  • Notwithstanding anything herein to the contrary, in the event a Change in Control (within the meaning of the Company’s equity incentive plan) closes prior to the Option Termination Date, the vesting and exercisability of the Unvested Portion of the Option (inclusive of the Accelerated Portion to the extent not then exercisable) shall automatically accelerate consistent with any vesting acceleration received by the Company’s executive officers upon the closing of such Change in Control.

  • Penalties may include:• Recapture of the Accelerated Portion of the tax credits for prior years;• Disallowance of the credit for the entire year in which the non-compliance occurs; and• Assessment of interest for the recapture year and previous years.

  • For these purposes, the "Accelerated Portion" shall be equal to the number of shares which is the product of (i) a fraction, the numerator of which is the number of completed months elapsed beginning on the Grant Date and ending on the date of termination of employment and the denominator of which is the total number of months in the Restriction Period, multiplied by (ii) the total number of shares of nonvested Restricted Stock immediately prior to the date of termination of employment.

  • Subject to the effectiveness of this Agreement, the vesting of the Option shall be accelerated with respect the entire Unversted Portion (the “Accelerated Portion”) as of the Termination Date, provided that the Accelerated Portion shall only become exercisable in accordance with the sentence that follows.

  • Penalties may include:  Recapture of the Accelerated Portion of the tax credits for prior years; Disallowance of the credit for the entire year in which the non-compliance occurs; and Assessment of interest for the recapture year and previous years.

  • Morley, James William: Nishihara, Masashi, Vietnam joins the World, New York: M.E. Sharpe, 1997.

  • The base rate applicable to each interest calculation periods shall be the JBA (Japanese Bankers Association) 1-month Japanese Yen TIBOR on October 29, 2021 for the first interest payment date and on November 26, 2021 for the second interest payment date.


More Definitions of Accelerated Portion

Accelerated Portion means, collectively, the Accelerated Options and the Accelerated Option Shares.
Sample 1
Accelerated Portion means, with respect to each unvested Company RSU Award or Company PSU Award that is outstanding as of the Measurement Date and held by an individual expected by the Company in good faith to be a SpinCo Employee or a Transferred Director, a portion of such award covering a number of shares of Company Common Stock equal to the product of (a) (i) with respect to each Company PSU Award, the total number of shares of Company Common Stock that remain subject to such award (determined based on deemed satisfaction of the performance conditions applicable to such award at the actual level of performance achievement through the latest practicable date prior to the Acceleration Date, with performance conditions adjusted to the extent necessary to reflect a shortened performance period, in each case, as determined by the Company Compensation Committee in its reasonable discretion (the “Assumed Performance Level”)) or (ii) with respect to each Company RSU Award, the total number of shares of Company Common Stock subject to such award that are scheduled to vest on the next scheduled vesting date following the Acceleration Date, multiplied by (b) a fraction, the numerator of which is (i) with respect to each Company PSU Award, the total number of days from the grant date through the Acceleration Date or (ii) with respect to each Company RSU Award, the total number of days from the most recent vesting date prior to the Acceleration Date (or from the grant date if no such vesting date has occurred) through the Acceleration Date, and the denominator of which is (I) with respect to each Company PSU Award, the total number of days in the vesting period or (II) with respect to each Company RSU Award, the total number of days in the period from the most recent vesting date prior to the Acceleration Date (or from the grant date if no such vesting date has occurred) through the next scheduled vesting date following the Acceleration Date; provided that, which respect to the Company Equity Awards designated as “Fully Accelerated Awards” on Schedule (1), the Accelerated Portion shall mean the entire award. Notwithstanding the foregoing, without double-counting, (x) the Accelerated Portion shall in any event include (A) the portion of each Company RSU Award outstanding as of the Measurement Date that is otherwise scheduled to vest in November 2024 and (B) with respect to Company PSU Awards scheduled to vest in November 2024, the entire award (based on the Assumed Performance Level), ...
Sample 1

Related to Accelerated Portion

  • Vested Portion means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.

  • Accelerated Purchase Minimum Price Threshold means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

  • Accelerated Purchase Price means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the lower of ninety-seven percent (97%) of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the "Accelerated Purchase Commencement Time"), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the "Accelerated Purchase Termination Time"), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Accelerated Purchase Share Percentage means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, thirty percent (30%).

  • Accelerated Repurchase Date shall have the meaning specified in Section 14(b)(i) of this Agreement.

  • Additional Accelerated Purchase Minimum Price Threshold means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

  • Vesting Event means the earliest to occur of the following events:

  • Additional Accelerated Purchase Share Percentage means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, thirty percent (30%).

  • Additional Accelerated Purchase Price means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, ninety-seven percent (97%) of the lower of (i) the VWAP for the period on the applicable Additional Accelerated Purchase Date, beginning at the time mutually agreed by the Company and the Investor and set forth in the applicable Additional Accelerated Purchase Notice delivered by the Company to the Investor with respect to such Additional Accelerated Purchase, which shall not be earlier than the latest of (A) the applicable Accelerated Purchase Ending Time with respect to the corresponding Accelerated Purchase referred to in clause (i) of the proviso in the second sentence of Section 2(c) hereof on such Additional Accelerated Purchase Date, (B) the applicable Additional Accelerated Purchase Ending Time with respect to the most recently completed prior Additional Accelerated Purchase on such Additional Accelerated Purchase Date, as applicable, and (C) the time at which all Purchase Shares subject to all prior Accelerated Purchases and Additional Accelerated Purchases (as applicable), including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement (such mutually agreed beginning time, the “Additional Accelerated Purchase Commencement Time”), and ending at the earliest of (X) 4:00 p.m., Eastern time, on such Additional Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such Additional Accelerated Purchase Date, (Y) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Additional Accelerated Purchase Share Volume Maximum, and (Z) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the Sale Price has fallen below the applicable Additional Accelerated Purchase Minimum Price Threshold (if any) (such earliest of (i)(X), (i)(Y) and (i)(Z) above, the “Additional Accelerated Purchase Ending Time”), and (ii) the Closing Sale Price of the Common Stock on such Additional Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Accelerated Maturity Date means if the Company elects to accelerate the Maturity Date in accordance with Section 2.2(c), the date selected by the Company which is prior to the Scheduled Maturity Date, but is after March 31, 2002.

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Acceleration Right means the Participant’s right, in certain circumstances, to exercise its outstanding Option as to all or any of the Common Shares in respect of which such Option has not previously been exercised and which the Participant is entitled to exercise, including in respect of Common Shares not otherwise vested at such time;

  • Closed portion means that portion of a facility which an owner or operator has closed in accordance with the approved facility closure plan and all applicable closure requirements. (See also “active portion” and “inactive portion”.)

  • Unused Portion has the meaning assigned to that term in Section 2.09(a).

  • Accelerated Purchase Date means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof.

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • Make-Whole Exercise Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares during the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • Additional Accelerated Purchase Share Volume Maximum means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, a number of shares of Common Stock equal to (i) the applicable Additional Accelerated Purchase Share Amount properly directed by the Company to be purchased by the Investor in the applicable Additional Accelerated Purchase Notice for such Additional Accelerated Purchase, divided by (ii) the Additional Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Accelerated Purchase Share Volume Maximum means the number of shares of Common Stock traded on the Principal Market during normal trading hours on the Accelerated Purchase Date equal to (i) the amount of shares of Common Stock properly directed by the Company to be purchased on the Accelerated Purchase Notice, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Accelerated Purchase Notice means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

  • Event of Default Black Scholes Value means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request pursuant to Section 4(c)(ii), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the highest Closing Sale Price of the Common Stock during the period beginning on the date of the occurrence of the Event of Default through the date all Events of Default have been cured (assuming for such purpose that the Notes remain outstanding) or, if earlier, the Trading Day of the Holder’s request pursuant to Section 4(c)(ii), (ii) a strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c)(ii), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant to Section 4(c)(ii) and (2) the remaining term of this Warrant as of the date of the occurrence of such Event of Default, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following later of (x) the date of the occurrence of such Event of Default and (y) the date of the public announcement of such Event of Default.

  • Additional Accelerated Purchase Share Amount means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(c) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Additional Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Additional Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase.

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Additional Accelerated Purchase Date means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the Business Day (i) that is the Accelerated Purchase Date with respect to the corresponding Accelerated Purchase referred to in clause (i) of the proviso in the second sentence of Section 2(c) hereof and (ii) on which the Investor receives, prior to 1:00 p.m., Eastern time, on such Business Day, a valid Additional Accelerated Purchase Notice for such Additional Accelerated Purchase in accordance with this Agreement.

  • Optional Repurchase is defined in Section 5.1(b).