CIC Measurement Date definition

CIC Measurement Date means the second to last trading day immediately preceding the date on which a Change in Control occurs.
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CIC Measurement Date means a date, determined by the Committee, in its sole discretion, that is within the consecutive, ten(10) day period ending with the estimated date of the CIC, as determined by the Committee, in its sole discretion.
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Examples of CIC Measurement Date in a sentence

  • Any portion of the Restricted Stock that has not vested and been Earned prior to or as of the CIC Measurement Date (the “Suspense Shares”) will remain outstanding after the effectiveness of the Change in Control without further vesting until the “Final Resolution Date,” which will be the earliest of (i) termination of Participant’s employment for any reason, or (iii) May 15, 2021.

  • Some of us may have witnessed abuse in our own lives, in our families, in our neighbourhood, in our churches, or in our communities.

  • For purposes of calculating any vesting that occurs on the CIC Measurement Date, the price per share of the Company’s Common Stock used to compute Company TSR shall be the value per share as established by the terms of the Change in Control transaction (or if no such value is established by the transaction, then the closing trading price on the single day occurring on or immediately prior to the Change in Control shall be used).

  • The vested portion of the grant of Restricted Stock, including the portion, if any, that becomes vested on the CIC Measurement Date, will become Earned and released from Escrow in its entirety immediately prior to but contingent upon effectiveness of the Change in Control.

  • The Regular Measurement Date Cap shall not apply to either the Final Regular Measurement Date or a CIC Measurement Date.

  • If a CIC occurs during the TSR Period, then the TSR Period will be shortened to end as of the CIC Measurement Date (the “Shortened Period”) and -2- the Committee will complete the Certification to determine Company TSR performance and the extent of any TSR Goal achievement during the Shortened Period (the “CIC Certification”), as follows.

  • Any Restricted Stock Units that have not become Eligible Units upon the CIC Measurement Date will be forfeited immediately, but contingent upon the Closing (without regard to whether any awards will be assumed or substituted for in connection with a Change in Control) and Participant will have no further rights with respect to those Restricted Stock Units or any of the underlying Shares.

  • If the Company shares remain outstanding after the CIC Measurement Date and are assumed by the Company’s successor following the Change in Control, the CIC LTI shall no longer be subject to adjustment based on CAGR performance, but the Executive shall not earn or be awarded the CIC LTI unless and until the Executive remains actively employed by the Company as of the Measurement Date (January 31, 2029).

  • The period between the Effective Date and the Measurement Date or the CIC Measurement Date (as defined below) shall be referred to as the “Measurement Period”.

  • For avoidance of doubt, if the shares are not assumed by the Company’s successor or do not remain outstanding, the CIC LTI will vest on the CIC Measurement Date and will be paid out as soon as reasonably practicable following such date.

Related to CIC Measurement Date

  • Measurement Date has the meaning set forth in Section 3.3(a).

  • Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Daily Measurement Value means the Specified Dollar Amount (if any), divided by 40.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • Quarterly Valuation Date means the last Business Day of each February, May, August and November of each year commencing on the first such date next following the Date of Original Issue of a series of MTP , except with respect to delivery of Accountant’s Confirmation in which case “Quarterly Valuation Date” shall mean the last Business Day of such of the last Business Days of February, May, August and November in each year as is selected by S&P.

  • Call Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Issuer’s Call Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non- waivable by either the Issuer or the Holder.

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Step-Up Date The first Distribution Date following the first Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • ECB Recommended Rate Index Cessation Effective Date means, in respect of an ECB Recommended Rate Index Cessation Event, the first date on which the ECB Recommended Rate is no longer provided, as determined by the Issuer and notified by the Issuer to the Calculation Agent;

  • Index Determination Date means, in relation to any Index, a date on which such Indexfalls to be determined in accordance with the Conditions;

  • Step Up Rating Change means the first public announcement by S&P or Fitch or, if applicable, any other Rating Agency appointed by or with the consent of the Issuer of a decrease in the credit rating of the Issuer's senior unsecured long-term debt to below BBB- (in the case of S&P) or below Baa3 (in the case of Moody's) or below BBB- (in the case of Fitch). For the avoidance of doubt, any further decrease in the credit rating of the Issuer's senior unsecured long-term debt below BBB- in the case of S&P or, if applicable, below Baa3 in the case of Moody's or below BBB- in the case of Fitch and in respect of any other Substitute Rating Agency, an equivalent rating or below shall not constitute a further Step Up Rating Change.

  • Recalculation Date means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

  • Lowest achievable emission rate (LAER) means for any source, that rate of emissions which reflects the most stringent emission limitation which is contained in the implementation plan of any State for such class or category of source, unless the owner or operator of the proposed source demonstrates that such limitations are not achievable, or the most stringent emission limitation which is achieved in practice by such class or category of source, whichever is more stringent. In no event shall the application of this term permit a proposed new or modified source to emit any pollutant in excess of the amount allowable under applicable New Source Standards of Performance.

  • Amortization Commencement Date means the date on which an Amortization Event is deemed to occur pursuant to Section 20 hereof.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Initial Vesting Date means the date occurring one (1) year after the Date of Option Grant.

  • Vesting Date has the meaning set forth in Section 3.10(c)(ii).

  • Quarterly Average Excess Availability means, at any time, the daily average of the Excess Availability for the immediately preceding fiscal quarter as calculated by Agent in good faith.