Post Measurement Period Special Programs definition
Post Measurement Period Special Programs means expenditure programs of the Company or any Subsidiary of the Company (other than expenditure programs approved by the Unilever Stockholder pursuant to Section 4.10 or Section II.A.2.b of Article Fourth of the Certificate or by a Unilever Director pursuant to Section 4.11) (a) which are not in the Ordinary Course of Business, (b) to the extent (but only to such extent) such Programs are initiated for the principal purpose of producing a material benefit to the Company Group for periods subsequent to such Measurement Period, (c) to the extent (but only to the extent) such Programs result in increases in expenses during such Measurement Period materially in excess of expenses for similar programs or expenditures during periods prior to such Measurement Period, (d) to the extent (but only to such extent) such Programs result in a negative impact on EBITDA for such Measurement Period and (e) if such Programs are disclosed in writing to a Unilever Director, are objected to by a Unilever Director following any such disclosure, either in writing or by a vote against such Program in connection with any vote taken by the Board on any such Program.
Examples of Post Measurement Period Special Programs in a sentence
Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof.
At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.