Base Fee VWAP has the meaning set forth in Section 7.2(e)(i).
Base Fee VWAP has the meaning set forth in Section 7.2(e)(i). “Base Management Fee” means in respect of a calendar month:
Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services.
Day-ahead Congestion Price means the Congestion Price resulting from the Day-ahead Energy Market.
Average VWAP means the average of the VWAP for each Trading Day in the relevant period.
Expense Fee Rate As to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Applicable Utilization Fee Rate means, as of any date, the percentage rate per annum at which Utilization Fees accrue on all Revolving Credit Advances at such time as set forth in the Pricing Schedule.
Utilization Fee Rate means the percentage set forth in Schedule 1 hereto beside the then applicable Level.
Multiplier means the Multiplier specified in the Table.
Base Price means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.
Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).
VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.
30-Day VWAP means, as of any date, the volume weighted average trading price per Common Share, or any successor security thereto (rounded to the nearest second decimal place) on the Principal Market (as reported by Bloomberg L.P. (or its successor) or if not available, by Dow Jones & Company Inc., or if neither is available, by another authoritative source mutually agreed by the Company and the Holder) from 9:30 a.m. (New York City time) on the Trading Day that is thirty (30) Trading Days preceding such date to 4:00 p.m. (New York City time) on the last Trading Day immediately preceding such date.
Daily VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
Target fee, as used in this contract, means the fee initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost initially negotiated, adjusted in accordance with paragraph (d) of this clause.
Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Program Fee Rate is defined in the Fee Letter.
Applicable Utilization Fee means, as of any date that the aggregate Advances exceed 33% of the aggregate Commitments, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below: -------------------------------- ----------------------------- Public Debt Rating Applicable S&P/Moody's Utilization Fee -------------------------------- ----------------------------- Level 1 BBB+ or Baa1 or above 0.125% -------------------------------- ----------------------------- Level 2 BBB or Baa2 0.250% -------------------------------- ----------------------------- Level 3 BBB- and Baa3 0.000% -------------------------------- ----------------------------- Level 4 BBB- or Baa3 0.000% -------------------------------- ----------------------------- Level 5 BB+ and Ba1 0.000% -------------------------------- ----------------------------- Level 6 Lower than Level 5 0.000% -------------------------------- -----------------------------
Threshold Price is the lowest price (except to the extent otherwise provided in Section 2.6) at which the Company may sell Shares during the applicable Pricing Period as set forth in a Fixed Request Notice (not taking into account the applicable percentage discount during such Pricing Period determined in accordance with Section 2.2); provided, however, that at no time shall the Threshold Price be lower than $3.00 per share unless the Company and the Investor mutually shall agree.
Day-ahead Loss Price means the Loss Price resulting from the Day-ahead Energy Market.
Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date.
Applicable Multiplier means, with respect to any Rate Period for any Series of RVMTP Shares, the percentage set forth opposite the applicable credit rating most recently assigned to such Series by the Rating Agency in the table below on the Rate Determination Date for such Rate Period: *And/or the equivalent ratings of any other Rating Agency then rating the RVMTP Shares utilizing the highest of the ratings of the Rating Agencies then rating the RVMTP Shares.
Open Market Adjustment Amount shall have the meaning specified in Section 2(I).
L/C Fee Rate means the Applicable Margin with respect to LIBOR Rate Loans.
Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.
SAFE Price means the price per share equal to (x) the Valuation Cap divided by (y) the Fully Diluted Capitalization.
Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.