Acceleration Value means an amount determined by the Administrator on the basis of quotations from Independent Dealers (as defined below). Each quotation will be for an amount that would be paid to the relevant Independent Dealer in consideration of an agreement between the Trust and such Independent Dealer that would have the effect of preserving for the Trust the economic equivalent of the payments and deliveries that the Trust would, but for the occurrence of the Acceleration Date, have been entitled to receive after the Acceleration Date hereunder (taking into account any adjustments to the Exchange Rate that may have been effected on or prior to the Acceleration Date). On or as soon as reasonably practicable following the Acceleration Date, the Administrator will request each Independent Dealer to provide its quotation as soon as reasonably practicable, but in any event within two Business Days. The Administrator shall compute the Acceleration Value upon receipt of each Independent Dealer's quotation, provided that if, at the close of business on the fourth Business Day following the Acceleration Date, the Administrator shall have received quotations from fewer than four of the Independent Dealers, the Administrator shall compute the Acceleration Value using the quotations, if any, it shall have received at or prior to such time. If four quotations are provided, the Acceleration Value will be the arithmetic mean of the two quotations remaining after disregarding the highest and lowest quotations. (For this purpose, if more than one quotation has the same highest or lowest value, then one of such quotations shall be disregarded.) If two or three quotations are provided, the Acceleration Value will be the arithmetic mean of such quotations. If one quotation is provided, the Acceleration Value will be equal to such quotation. If no quotations are provided, the Acceleration Value will be the aggregate value (based on the Closing Price on the Acceleration Date) of the number of shares of Common Stock (or, after an Adjustment Event, Reported Securities, cash or a combination thereof) that would be required to be delivered hereunder on the Acceleration Date if the Exchange Date were redefined to be the Acceleration Date.
Acceleration Value has the meaning provided in Article VII.
Acceleration Value has the meaning provided in Section 8.1.
Examples of Acceleration Value in a sentence
As promptly as reasonably practicable after reaching agreement with Seller as to the Termination Amount or after calculation of the Acceleration Value, as the case may be, Buyer shall deliver to Seller a notice (the “Termination Amount Notice”) specifying the Termination Amount.
If the multiplicand in clause 6.1(c)(i) above is "three" or "two," the amount otherwise payable to Executive under Section 6.1(c) is subject to reduction as provided in this Section 6.2 in the event that the Executive receives value from acceleration of vesting of stock options in connection with the Change of Control which triggered the Effective Date of this Agreement (as further defined below, the "Option Acceleration Value").
Executive's Option Acceleration Value is therefore ($25 - $10) x 500, which equals $7,500.
The following example is intended to illustrate the foregoing calculation of Option Acceleration Value.
If Executive holds more than one option at varying exercise prices, the foregoing calculation shall be done with respect to each option and the results of such calculations shall be aggregated to determine the Option Acceleration Value.
More Definitions of Acceleration Value
Acceleration Value. The Acceleration Value as defined in the Contract.
Acceleration Value means an amount determined by Buyer representing the fair value to Buyer of an agreement with terms that would preserve for Buyer the economic equivalent of the payments and deliveries that Buyer would, but for the occurrence of the Acceleration Date, have been entitled to receive after the Acceleration Date under Article 2 (taking into account any adjustments pursuant to Section 7.1 that may have been calculated on or prior to the Acceleration Date). Buyer shall calculate such amount based on the following factors (and such other factors as it deems appropriate): (i) the volatility of the Common Stock, (ii) dividends on the Common Stock and (iii) prevailing interest rates, but in no event shall the Acceleration Value exceed the product of (x) the Base Amount and (y) the Market Value per share of the Common Stock on the Acceleration Date. Before finalizing the determination of the Acceleration Value, Buyer shall provide Seller with the basis for such determination in reasonable detail, including any calculations, and allow Seller the opportunity, and a reasonable amount of time, to review such basis and consult with Buyer thereon. As promptly as reasonably practicable after final determination of the Acceleration Value, Buyer shall deliver to Seller a notice (the “Acceleration Amount Notice”) specifying the Acceleration Amount of shares of Common Stock (or security entitlements in respect thereof) required to be delivered by Seller. Buyer and Seller agree that the Acceleration Value is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and, if Seller delivers the Acceleration Amount in the manner provided above, Buyer will not be entitled to recover any additional damages as a consequence of loss resulting from an Event of Default, a Nationalization or an Insolvency.
Acceleration Value means an amount determined by the Calculation Agent on the basis of quotations from Independent Dealers (as defined below). Each quotation will be for an amount that would be paid to the relevant Independent Dealer in consideration of an agreement between Purchaser and such Independent Dealer that would have the effect of preserving for Purchaser the economic equivalent of the payments and deliveries that Purchaser would, but for the occurrence of the Acceleration Date, have been entitled to receive after the Acceleration Date hereunder (taking into account any adjustments to the Exchange Rate that may have been effected on or prior to the Acceleration Date). On or as soon as reasonably practicable following the Acceleration Date, the Calculation Agent will request each Independent Dealer to provide its quotation as soon as reasonably practicable, but in any event within two Business Days. The Calculation Agent shall compute the Acceleration Value upon receipt of each Independent Dealer's quotation; provided that if, at the close of business on the fourth Business Day following the Acceleration Date, the Calculation Agent shall have received quotations from fewer than five of the Independent Dealers, the Calculation Agent shall compute the Acceleration Value using the quotations, if any, it shall have received at or prior to such time. If at least four quotations are provided, the Acceleration Value will be the arithmetic mean of the quotations remaining after disregarding the highest and lowest quotations received. (For this purpose, if more than one quotation has the same highest or lowest value, then one of such quotations shall be disregarded.) If two or three quotations are provided, the Acceleration Value will be the arithmetic mean of such quotations. If one quotation is provided, the Acceleration Value will be equal to such quotation. If no quotations are provided, the Acceleration Value will be the Current Value (as of the Acceleration Date) of the Reference Property.
Acceleration Value means, for any Transaction hereunder, an amount determined by the Calculation Agent representing the fair value to Buyer and its affiliates of an agreement with terms that would preserve for Buyer the economic equivalent of the aggregate payments and deliveries in respect of such Transaction that Buyer and its affiliates would, but for the occurrence of the Acceleration Date, have been entitled to receive under Article 3 (taking into account any adjustments pursuant to Section 7.01 that may have been calculated on or prior to the Acceleration Date). The Calculation Agent shall calculate such amount based on the following factors (and such other factors as it deems appropriate): (i) the volatility of the Common Stock that is the subject of such Transaction, (ii) dividends on such Common Stock, (iii) prevailing interest rates and (iv) in the event of a Merger Event, a term equal to the number of days from the Merger Event Announcement Date through and including the Maturity Date (as defined in the relevant Transaction Confirmation).
Acceleration Value means an amount determined on the basis of quotations from four of the nationally recognized independent investment banking firms listed on Schedule 7.1 hereto selected by the Administrator (the "Independent Dealers") as follows. Each quotation will
Acceleration Value means an amount determined on the basis of quotations from four of the nationally recognized independent investment banking firms listed on Schedule 7.1 hereto selected by the Administrator (the "Independent Dealers") as follows. Each quotation will be for the amount that would be paid to the relevant Independent Dealer in consideration of an agreement between the Purchaser and such Independent Dealer that would have the effect of
Acceleration Value means the sum of (a) the Principal Value and (b) the Option Value. As promptly as reasonably practicable after receipt of the information on which the Acceleration Value is based (or, as the case may be, after failure to receive any quotations within the prescribed time period) the Calculation Agent shall deliver to the Company a notice (the "Acceleration Amount Notice") specifying the Acceleration Amount required to be delivered to the Holders by the Company. Holders will not be entitled to recover any amounts not expressly provided for herein as a consequence of an Event of Default. At any time after such a declaration of acceleration has been made or an Event of Default specified in clause (4) or (5) of the third preceding paragraph has occurred, and before a judgment or decree for payment of the money due has been obtained by the Holder as hereinafter provided, the