Threshold Event means with respect to a Buyer, a Transaction Notice submitted by Seller which, if satisfied as to such Buyer’s Pro Rata Share, would exceed the Maximum Purchase Price for such Buyer.
Threshold Event means the termination for any reason whatsoever (whether voluntary or involuntary) of Xxxxxxx X. Xxxxxxx’x employment as chief executive officer of the Company. Executive Severance Agreement January 20, 2004
Threshold Event means, with respect to any one or more of the particular Class E Units issued by the Company from time to time, the occurrence of those events consisting of (i) Holders of the Investor Units and the Common Units issued on the Effective Date (and/or such other Senior Units designated by the Executive Board in connection with the granting or issuance of the applicable Class E Units), or such Holder’s successor in interest, having received cumulative cash and other property distributions from the Company pursuant to Section 7.1 or Section 11.4 and/or, cash payments or other consideration from the Company or any other Person in respect of such Investor Units and Common Units in one or more transactions (whether as a consequence of distributions pursuant to Section 7.1 or Section 11.4, a Transfer of such Investor Units or Common Units by such Holders in accordance with this Agreement, or in a liquidation of the Company or other such liquidity event with respect to such Investor Units or Common Units) in an amount determined and established by the Executive Board in connection with the granting or issuance of such Class E Units and (ii) such other terms and conditions as shall be determined and established by the Executive Board in connection with the issuance of such Class E Units. It is intended that the Class E Units will qualify as “profits interests” for U.S. federal income tax purposes. Accordingly, the aforementioned amount determined by the Executive Board shall be computed in a manner such that any issued Class E Unit qualifies upon issuance as a “profits interest” for purposes of IRS Revenue Procedures 93-27, 1993-2 C.B. 343 and 2001-43, 2001-2 C.B. 91 (or any successor rules or regulations) as of the date of such issuance. The Holder of any Class E Unit agrees, by receipt of such Class E Unit, to make a timely election pursuant to Section 83(b) of the Code with respect to such issuance. The Company shall have no obligation to distribute non-cash illiquid property to any Holders of the Investor Units or the Common Units (or any other designated Senior Units); provided that if the Company does so, the amount of any non-cash distribution or consideration shall be the fair market value of such property.
Examples of Threshold Event in a sentence
The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.
Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto.
Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which shall not be an asset of any Trust REMIC, and the party that posted such Threshold Event Collateral shall be the owner of such outside reserve fund, all within the meaning of Treasury Regulations Section 1.860G-2(h).
If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling Noteholder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling Noteholder (at its sole expense).
This Regulatory Analysis (RA) presents background material, rulemaking objectives, alternatives, and input assumptions, and describes the consequences of the rule language and alternative approaches necessary to accomplish the regulatory objectives.
More Definitions of Threshold Event
Threshold Event means the redemption for cash of any outstanding Acquiror Common Shares in excess of thirty percent (30%) of the Acquiror Common Shares pursuant to Article 48 of Acquiror Governing Documents and as part of the Acquiror Share Redemptions (such Acquiror Common Shares, the “Excess Redemption Shares”).
Threshold Event means either of the following: (i) Optionee's name has been publicly disclosed in writing by the Xxxxxxxx Group as a nominee or potential nominee for the Board or (ii) the Xxxxxxxx Group has sent HARI a notice in accordance with the advance notice provisions of the HARI By-laws advising HARI of the Xxxxxxxx Group's intention to place Optionee's name in nomination.
Threshold Event means a Liquidity Event where the Liquidity Event Price equals or exceeds $40.65.
Threshold Event means a Liquidation Event or Deemed Liquidation Event (each as defined in the Certificate of Incorporation) pursuant to which (i) the holders of Series E-1 Preferred Stock would receive at the initial closing of such Liquidation Event or Deemed Liquidation Event consideration having a value equal to at least three (3) times the Original Issue Price (as defined in the Certificate of Incorporation) of the Series E-1 Preferred Stock, (ii) the holders of Series E-2 Preferred Stock would receive at the initial closing of such Liquidation Event or Deemed Liquidation Event consideration having a value equal to at least three (3) times the Original Issue Price of the Series E-2 Preferred Stock, (iii) the holders of Series E-3 Preferred Stock would receive at the initial closing of such Liquidation Event or Deemed Liquidation Event consideration having a value equal to at least three (3) times the Original Issue Price of the Series E-3 Preferred Stock, (iv) the holders of Series E-2A Preferred Stock would receive at the initial closing of the Liquidation Event or Deemed Liquidation Event consideration having a value equal to at least three (3) times the Original Issue Price of the Series E-2A Preferred Stock, and (v) the holders of Series F Preferred Stock would receive at the initial closing of the Liquidation Event or Deemed Liquidation Event consideration having a value equal to at least three (3) times the Original Issue Price of the Series F Preferred Stock.
Threshold Event means (a) for the fiscal year ending February 28, 2005, the failure of the Company to achieve at least 85% of $287.0 million in EBITDA, (b) for the fiscal year ending February 28, 2006, the failure of the Company to achieve at least 85% of $627.1 million in EBITDA in the aggregate for the fiscal years ended February 28, 2005 and 2006, (c) for the fiscal year ending February 28, 2007, the failure of the Company to achieve at least 85% of $1,024.9 million in EBITDA in the aggregate for the fiscal years ended February 28, 2005, 2006 and 2007, (d) for the fiscal years ending February 28, 2008 and 2009, the failure of the Company to achieve at least 80% of $455.9 million and $524.0 million in EBITDA, respectively and (e) for any fiscal years ending after February 28, 2009, the failure of the Company to achieve at least 80% of the EBITDA target for that year as determined in good faith by the Board, or (f) the default by the Company under any documents governing any of the Company's funded indebtedness, after the expiration of notice or cure periods, if any; provided that if any such document provides for the cure or the avoidance of any default through the provision of an equity contribution or other investment in the Company or any of its Subsidiaries which will constitute EBITDA or similar financial measurement, any such amount contributed to or invested in the Company or any of its Subsidiaries shall not be taken into account in determining whether a default exists. The threshold targets set forth above shall be adjusted by the Board, in its good faith discretion, for acquisitions and dispositions made by the Company (whether by purchase or sale of assets, merger or otherwise) and such adjustments shall take into account the pro forma annual EBITDA of any acquired business. In determining whether any threshold target has been achieved by the Company for any given fiscal year, all fees paid during the applicable time period pursuant to Section 2 of the Management Agreement, dated as of the date hereof, among the Company, Old Refco and THL shall be excluded from such calculation as if such fees were not required to be paid.
Threshold Event means, as set forth in the Articles of Association, that persons or entities other than French Nationals (as defined in Article 14 of the Articles of Association) directly or indirectly hold at least 45 percent (or other such percentage, if any, as may from time to time be provided in the Articles of Association or under French law) of the share capital or voting rights of the Company and the Company has informed the shareholders and the general public to this effect.
Threshold Event has the meaning given to that term in clause 11.15(a).