Second Period Cap definition

Second Period Cap means, with respect to a particular Key Management Investor or his Permitted Transferee and as of the date of delivery of a Post-IPO Transfer Notice by such Key Management Investor or his Permitted Transferee, a number of Transferrable Shares equal to (A)(1) the total number of Transferrable Shares owned by such Key Management Investor and his Permitted Transferees as of the beginning of the First Period plus (2) if such delivery occurs during the Second Period, the total number of Transferrable Shares issued or issuable to such Key Management Investor upon the exercise of Options and underlying Restricted Stock Units, in each case which were held as of the beginning of the First Period and are vested or have been exercised as of such date of delivery multiplied by (B)(1) the aggregate number of Transferable Shares transferred by the Silver Lake Investors during the Second Period (excluding transfers to Permitted Transferees) divided by (2) the total number of Transferable Shares held by the Silver Lake Investors as of the beginning of the First Period provided that, in no event shall the Second Period Cap be less than 20% of the sum of (X) total number of Transferrable Shares owned by such Key Management Investor and his Permitted Transferees as of the beginning of the Second Period plus (Y) the total number of Transferrable Shares issuable to such Key Management Investor upon the exercise of Options and underlying Restricted Stock Units, in each case which were held and vested as of the beginning of the Second Period.
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Second Period Cap has the meaning set forth in Section 9.2(b)(3). “Securities Act” has the meaning set forth in Section 4.6(a). “Sellers” has the meaning set forth in the Preamble. “Seller Parties” has the meaning set forth in Section 9.3. “Straddle Period” means a taxable year or period beginning before and ending after, the Closing Date. “Subsidiary” or “Subsidiaries” means, with respect to any Person, (i) any other Person of which such first Person, either alone or together with any other Subsidiary of it, owns, directly or indirectly, equity interests representing more than 50% of the voting power of the outstanding voting securities or more than 50% of the outstanding economic interests or (ii) any partnership or other Person of which such first Person serves as a general partner, managing member, or trustee. “Tax” means (i) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, natural resources, customs, duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition to the tax, whether disputed or not, and including any express or implied obligation of any Cobalt Company to indemnify or otherwise assume or succeed to the tax Liability of any other Person, (ii) any and all Liability for amounts described in clause (i) of any member of an affiliated, consolidated, combined or unitary group of which any of the Cobalt Companies (or any predecessor of the foregoing) is or was a member on or prior to the Closing Date and (iii) any and all Liability for amounts described in clause (i) of any Person imposed on any of the Cobalt Companies as a transferee or successor, by contract, pursuant to any Law. “Tax Return” means any return, declaration, report, claim for refund, information return, or other document, including any related or supporting schedule, statement, information, or attachment, and including any amendment(s) filed or required to be filed in connection with the determination, assessment, or collection of Taxes of any party or the administration of any Laws or administrative requirements relating to any Taxes. 77 “Third Party Claim” has the meaning set forth in Section 9.4. “Threshold” has the meaning s...
Sample 1
Second Period Cap has the meaning set forth in Section 9.2(b)(3).
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More Definitions of Second Period Cap

Second Period Cap means, with respect to the Key Management Investor or his Permitted Transferee at the date of the proposed transfer, a number of Transferrable Shares equal to (A) 127,703 plus (B) the result of (X) 638,518 multiplied by (Y) (1) the aggregate number of Transferable Shares that are Transferred by the Silver Lake Investors during the Second Period divided by (2) 14,501,358.
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Related to Second Period Cap

  • Second Period The period of the Contract Term specified in Section 3.2.

  • Run-Out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Non-Payment Period Rate means, initially, 200% of the applicable Reference Rate (or 275% of such rate if the Corporation has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of AMPS), provided that the Board of Directors of the Corporation shall have the authority to adjust, modify, alter or change from time to time the initial Non-Payment Period Rate if the Board of Directors of the Corporation determines and Moody's and S&P (and any Substitute Rating Agency in lieu of Moody's or S&P in the event either of such parties shall not rate the AMPS) advise the Corporation in writing that such adjustment, modification, alteration or change will not adversely affect their then-current ratings on the AMPS.

  • Earnout Period has the meaning set forth in Section 3.6(a).

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Maximum Annual Debt Service means, as of the date of any calculation, the largest Annual Debt Service during the current or any future Bond Year.

  • Period 2 Two hundred eleven (211) days to one year after the Effective Date.

  • Grace Period Extension Date means, if:

  • Baseline Period means the 12-month period immediately preceding October 30, 2016.

  • Payment Period means the three months following each Collection Quarter.

  • Minimum Weighted Average Spread Test means a test that will be satisfied on any day if the Weighted Average Spread of all Eligible Collateral Obligations included in the Collateral on such day is equal to or greater than 5.5%

  • Demand Period has the meaning set forth in Section 2.01(c).

  • First Period The period of the Contract Term specified in Section 3.1.

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

  • Accumulation Period Amount means $41,666,666.67; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of “Accumulation Period Amount” in the Indenture Supplement.

  • Quarterly Excess Spread Percentage means, with respect to the August 2008 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Maximum Weighted Average Life Test means a test that will be satisfied on any date of determination if the Weighted Average Life of all Eligible Collateral Obligations included in the Collateral is less than or equal to 5.50 years.

  • Maximum Cap Rate For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Maximum Mortgage Rates of the Group I Mortgage Loans, weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Maximum Mortgage Rates of the Group II Mortgage Loans, weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the Maximum Cap Rate for the Group I Certificates and the Maximum Cap Rate for the Group II Certificates and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period.

  • Monthly Salary Rate means the amount agreed to by the Owner that can be used on Applications for Payment throughout the Construction Phase to account for the services of Construction Manager’s salaried personnel assigned to the Project. A Monthly Salary Rate must be established for each salaried person and must be approved in writing by the Owner in advance of any Application for Payment for that person. The Monthly Salary Rate is for convenience only and any payments made for Construction Manager’s personnel are subject to audit to determine the actual cost of the wages and allowable employer contributions incurred by the Construction Manager for services performed for the Project.

  • Opt-Out Period means the period that begins the day after the earliest date on which the Notice is first distributed, and that ends no later than 30 days before the Final Approval Hearing. The deadline for the Opt-Out Period shall be specified in the Notice.

  • Average Annual Debt Service means, at the time of calculation, the sum of the Annual Debt Service for the remaining years of the loan to the last scheduled maturity of the loan divided by the number of those years.

  • Remaining Amortization Period means, at any point in time, the number of consecutive calendar months equal to the number of months in the Amortization Period minus the number of scheduled monthly installments of principal and interest that have elapsed since the date of this Note.

  • Forecast Period means the period of three calendar months for which a Forecast is provided;

  • SBI 1 Year MCLR Rate means 1 year Marginal Cost of Funds Based Lending Rate (MCLR) fixed by State Bank of India (SBI) / any replacement thereof by SBI for the time being in effect applicable for 1 year period, as on 1st April of the respective financial year in accordance with regulations and guidelines of Reserve Bank of India. In absence of such rate, any other arrangement that substitutes such rate as mutually agreed to by the Parties.

  • Three-Month Secondary CD Rate means, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.