Measurement Event definition

Measurement Event means (i) the Change in Control if the Date of Termination is on or after the date of the Change in Control or (ii) commencement of the Applicable Period if the Date of Termination is prior to the date of the Change in Control.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Measurement Event means the Change in Control.

Measurement Event means (i) prior to an Initial Public Offering (as defined below) and on or before the 10th anniversary of the grant date, any transaction or series of related transactions which result in the KKR, ▇▇▇▇ and Vornado (hereinafter collectively, the “Sponsors”) ceasing collectively to own securities which represent at least 50% of the total voting power or economic interest in Toys “R” Us, Inc., (ii) at any time on or before the 10th anniversary of the grant date, any transaction or series of related transactions which result in an independent third party acquiring securities which represent more than 50% of the total voting power or economic interest in Toys “R” Us, Inc., (iii) at any time on or before the 10th anniversary of the grant date, a sale or disposition of all or substantially all of the assets of Toys “R” Us, Inc. and its subsidiaries on a consolidated basis; provided that, in the case of clauses (i) and (ii) above, such transactions shall only constitute a Measurement Event if they result in the Sponsors ceasing to have the power (whether by ownership of voting securities, contractual right, or otherwise) collectively to elect a majority of the Board, and (iv) after an Initial Public Offering, any equity securities (including securities which are convertible into equity securities) held by the Sponsors which will be deemed to have been sold for a price per share equal to the weighted average (by dollar volume) of the closing trading price for each of the 90 consecutive trading days ending on such measurement date, and for purposes of calculating the target price points for the performance-vesting condition such sale will be deemed to occur on the first day of such 90 trading day period.

Examples of Measurement Event in a sentence

For purposes of this Agreement, “Compete” means (i) solicit in competition with Employer any person or entity which was a customer of Alabama Gas Corporation at the Date of Termination, (ii) offer to acquire any local gas distribution system in the State of Alabama; (iii) offer to acquire any oil or gas mineral interest in the State of Alabama, or (iv) offer employment to any active employee of Employer who was an employee of Energen Resources Corporation prior to the Measurement Event.
For example, if a Measurement Event occurred shortly after the first anniversary of the grant date in which the consideration received by the Sponsors reflected a price of Toys “R” Us, Inc.
No subsequent Measurement Event shall result in any Performance Vesting Units which had previously become Vested Class B Units by virtue of this paragraph ceasing to be Vested Class B Units.
The Measurement Event fee shall be fully earned by the Lender upon the occurrence of a Measurement Event, shall not be applied in reduction of any of the Liabilities, and shall be retained by the Lender under all circumstances.
Upon the occurrence of a Measurement Event, the Borrower shall pay to the Lender a Measurement Event fee in the amount of $12,500.00.
For purposes of this section a "Failure Event" ------------- shall be a specific Measurement Event for which Supplier fails to achieve the relevant Critical Service Level(s) or Service Level(s); provided, however, that any such failure caused by an event described in Section III.D of this SLA shall not be counted as a Failure Event.
For purposes of this section a "Failure ------------- Event" shall be a specific Measurement Event for which Supplier fails to achieve the relevant Critical Service Level(s) or Service Level(s); provided, however, that any such failure caused by an event described in Section III.D of this SLA shall not be counted as a Failure Event.
If the performance condition is achieved (at any level) during the One-Year Performance Extended Period, the Vested Portion of the Option will remain exercisable for a period of one year after the Measurement Event resulting in such performance-vesting.
Notwithstanding the provisions of Section 13.7 of the Plan, if the event resulting in the Change in Control is a Measurement Event, then the performance condition may or may not be met, depending on the proceeds to the Sponsors.
The Lender is hereby authorized to make an advance under the Revolving Credit to pay the Measurement Event Fee.

More Definitions of Measurement Event

Measurement Event shall have the meaning specified in Section 5.15.

Measurement Event. The date that the sum of the aggregate unpaid balance of the Loan Account and the aggregate undrawn Stated Amount of all then outstanding L/Cs has exceeded the Borrowing Base minus the aggregate of Availability Reserves for three consecutive days. For purposes of determining whether a Measurement Event has occurred, in calculating the Borrowing Base, the "Appraised Inventory Percentage" shall at all times through March 31, 2004 be deemed to be 90%.