Nomination Threshold definition

Nomination Threshold means the minimum number of units of Holdco Class A Units that an Investor Holdco Member must hold in order to have the right to nominate a Director pursuant to Section 8.18(f) of the Holdco LLC Agreement.
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Nomination Threshold means (i) following the Closing and prior to the consummation of the Merger, Carrier beneficially owns 50.0% of the number of Class B Common Units owned by Carrier as of the Closing and (ii) following the consummation of the Merger, Carrier beneficially owns 50.0% of the number of shares of XPDB common stock owned by Carrier as of immediately after the consummation of the Merger, in each case, as adjusted for any split, reverse split, equity dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of equity.
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Nomination Threshold shall have the meaning ascribed to such term in Section 6.1(a).
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Examples of Nomination Threshold in a sentence

  • At any time that FP and its Affiliates cease to satisfy the Nomination Threshold, the FP Designee (including, for the avoidance of doubt, any successor designated pursuant to Section 1(d)) shall promptly offer to resign from the Board in a writing delivered to the Board.

  • For the avoidance of doubt, in the event that FP and its Affiliates cease to satisfy the Nomination Threshold, FP will not regain the right to designate a FP Designee.

  • If FP ceases to satisfy the Nomination Threshold, all rights of FP to designate an FP Board Observer and for any previously designated FP Board Observer to observe under this Agreement shall terminate without the requirement of further action by the Company or any other person or entity.

  • Xxxxxxx shall cause the Carrier Manager to immediately offer to tender his or her resignation as a Manager on the Board, and the Board shall use its discretion as to whether to accept or reject such offer to tender resignation, upon the first to occur of: (i) the consummation of the Merger (such resignation to be effective as of the consummation of the Merger) and (ii) such time as Carrier no longer meets the Nomination Threshold.

  • Managers on the Board and members of the XPDB Board are subject, in each case, to removal pursuant to the applicable provisions of the Operating Agreement or the governing documents of XPDB, as applicable; provided, however, that for as long as this Agreement remains in effect and Xxxxxxx meets the Nomination Threshold, the Carrier Manager and the Carrier Designee may only be removed with the written consent of Carrier.

  • Following the Closing (as defined in the Subscription Agreement) and prior to the Merger, for so long as Carrier meets the Nomination Threshold (as defined below), Carrier shall have the right to appoint one (1) Manager, subject to the approval of the Company (which shall not be unreasonably withheld, conditioned or delayed) (the “Carrier Manager”), to serve on the Board.

  • Following the consummation of the Merger, for so long as Carrier meets the Nomination Threshold, Carrier shall have the right to designate one (1) Carrier Designee, subject to the approval of XPDB (which shall not be unreasonably withheld, conditioned or delayed), to be a nominee for election to the XPDB Board.

  • To the extent that the Company issues shares of Common Stock such that the ownership of NPC falls below ten percent (10%) of the number of shares of Common Stock issued and outstanding, and NPC have not sold or transferred any shares (other than sales or transfers among NPC), the Nomination Threshold shall be reduced proportionately to reflect the percentage by which NPC will have been diluted, provided that in no event will the Nomination Threshold be lower than eight percent (8%).

  • Carrier shall cause the Carrier Designee to immediately offer to tender his or her resignation as a member of the XPDB Board, and the XPDB Board shall use its discretion as to whether to accept or reject such offer to tender resignation, at such time as Carrier no longer meets the Nomination Threshold.

Related to Nomination Threshold

  • Alteration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Bid threshold means the dollar amount set in N.J.S.A. 18A:18A-3, above which a Board shall advertise for and receive sealed bids in accordance with procedures set forth in N.J.S.A. 18A:18A-1 et seq.

  • Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.

  • Restoration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Minimum Threshold means the average daily yield on the 10 Year Treasury Note (as reported in the Bloomberg GT10 index) over the Award Period.

  • Stated Threshold means total losses under the shared loss agreements in the amount of $41,000,000.00.

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

  • Threshold means with respect to Party B: infinity.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR

  • Threshold Percentage means 15%.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • stipulated minimum threshold means that portion of local production and content as determined by the Department of Trade and Industry; and

  • Investor Uncovered Dilution Amount means an amount equal to the product of (x) the Series Allocation Percentage for the related Monthly Period (determined on a weighted average basis, if one or more Reset Dates occur during that Monthly Period), times (y) the aggregate Dilutions occurring during that Monthly Period as to which any deposit is required to be made to the Excess Funding Account pursuant to Section 3.9(a) of the Transfer and Servicing Agreement or Section 3.9(a) of the Pooling and Servicing Agreement but has not been made; provided that, if the Transferor Amount is greater than zero at the time the deposit referred to in clause (y) is required to be made, the Investor Uncovered Dilution Amount for such amount to be deposited shall be deemed to be zero.

  • 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.

  • Second Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(E).

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Valuation Cap means $8,000,000.

  • M3 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 85.50% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • Minimum Transfer Amount means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

  • Threshold Period shall have the meaning set forth in Section 6(d).

  • Expense Limit means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.

  • aggregate turnover means the aggregate value of all taxable supplies (excluding the value of inward supplies on which tax is payable by a person on reverse charge basis), exempt supplies, exports of goods or services or both and inter-State supplies of persons having the same Permanent Account Number, to be computed on all India basis but excludes central tax, State tax, Union territory tax, integrated tax and cess;