Major Transaction means a transaction or series of related transactions within a calendar year between a Utility and an Affiliate relating to the sale or purchase of an asset(s) or to the provision of a service or a similar group of services, other than Utility Services, which has an aggregate value within that calendar year of $500,000 or more.
Make-Whole Fundamental Change Conversion Period has the following meaning:
Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;
Mandatory Conversion Date has the meaning set forth in Section 7(a).
Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.
Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).
Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).
Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.
Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.
Initial Conversion Price has the meaning specified in Section 13.01.
Early Preference Share Redemption Event means the event that occurs if:
Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Major transit stop means a site containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a service interval frequency of 15 minutes or less during the morning and afternoon peak weekday commute periods, and offering weekend service.
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Default Conversion Price shall have the meaning set forth in Section 4(b).
Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.
Mandatory Conversion shall have the meaning set forth in Section 6.
Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.
Forced Conversion Notice shall have the meaning set forth in Section 6(d).
Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.
Forced Conversion Date shall have the meaning set forth in Section 6(d).
Automatic Conversion Date shall have the meaning specified in Section 15.12(a).
Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.
Major conversion means a conversion of an existing ship: