Vested Portion means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.
Replacement Award means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or business acquired by the Company or with which the Company, directly or indirectly, combines.
Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.
Replacement Option means an Option that is granted when a Participant uses a Common Share held or to be acquired by the Participant to exercise an Option and/or to satisfy tax withholding requirements incident to the exercise of an Option.
Replacement unit means a landfill, surface impoundment, or waste pile unit (1) from which all or substantially all of the waste is removed, and (2) that is subsequently reused to treat, store, or dispose of hazardous waste. “Replacement unit” does not apply to a unit from which waste is removed during closure, if the subsequent reuse solely involves the disposal of waste from that unit and other closing units or corrective action areas at the facility, in accordance with an approved closure plan or EPA or State approved corrective action.
sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.
Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.
Initial Exercise Price shall have the meaning set forth in Section 2.4.1.
Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.
Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).
Replacement Price means the price, determined by Buyer in a commercially reasonable manner, at which Buyer purchases (if at all) substitute SRECs having the same or subsequent Reporting Year as those SRECs not delivered by Seller for the deficiency or, absent such a purchase, the Market Price for such quantity of SRECs at or during the time that Seller fails to deliver the SRECs, provided that the Market Price shall never exceed the solar alternative compliance payment.
Substituted Loans means the Eligible Loans evidenced by a Note or Notes substituted by the Seller, pursuant to the terms of Section 6(B) hereof, from time to time as evidenced by an Additional Sale Agreement and related documentation, together with any guarantees and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments. For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.
Black-Scholes Warrant Value means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Shoe Option means the Initial Purchasers’ option to purchase up to seventy five million dollars ($75,000,000) aggregate principal amount of additional Notes as provided for in the Purchase Agreement.
3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.
Unit Share means a Common Share comprising part of each Unit;
Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option.
Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.
Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.
SAR Price means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.
Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).
SOFR Adjustment means 0.10% (10 basis points).
Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.
Parent Option means an option to purchase shares of Parent Common Stock.
Surrender Value means an amount, if any, that becomes payable in case of Surrender of the Policy in accordance with the terms and conditions of the Policy.