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.
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Measurement Event means the Change in Control.
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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, Xxxx 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.
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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.

  • The parties recognize the importance of protecting and respecting intellectual property rights.

  • 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.

  • Evaluation of a Measurement Event The illustrated results show the positive subjective security feeling dominates among male respondents, while the percentage of votes to the question "I feel comfortable" are almost identical.

  • 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.

  • 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.

  • Vivitrol is a medication that is administered after an individual has gone through withdrawal.

  • In the subsequent 17 years, 49 of 87 admissions (56.3%) were caused by chemical munitions.

  • For purposes of this section, a ----------------- "Measurement Event" will be the monthly calculation of Supplier's actual performance for each Service Level or Critical Service Level.


More Definitions of Measurement Event

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%.
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Measurement Event shall have the meaning specified in Section 5.15.
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Related to Measurement Event

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Payment Event means the event or events giving rise to the right to payment of a Performance Award.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Adjustment Events the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Adjustment Event means each of the following events:

  • Relevant Event means any Termination Event or any Mandatory Prepayment Event or any event which after the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute a Termination Event or a Mandatory Prepayment Event;

  • Procurement Event means the request for proposals, the evaluation of proposals and bids for wholesale energy products, and the execution of the applicable supplier contracts with Ameren Illinois Company as a counterparty pursuant to the Procurement Plan for the period starting in June 2021, as proposed by the Illinois Power Agency and approved by the Illinois Commerce Commission in Docket No. 20-0717.

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Index Replacement Event means each of the following events:

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Load Management Event means a) a single temporally contiguous dispatch of Demand Resources in a Compliance Aggregation Area during an Operating Day, or b) multiple dispatches of Demand Resources in a Compliance Aggregation Area during an Operating Day that are temporally contiguous.

  • Potential Adjustment Event means any of the following:

  • Amendment Event means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Securities governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Securities (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Securities to amend, in each case without the consent of Dealer.

  • Significant Event means any Amortization Event or Event of Default.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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

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

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Put Event means the occurrence of:

  • Knock Out Event means the event as defined in §4(4).

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).