True-Up Amount definition

True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

True-Up Amount shall have the meaning ascribed thereto in Section 3.2(b)(v) of this Agreement.

True-Up Amount has the meaning set forth in Section 3.2(c)(ii)(E).

Examples of True-Up Amount in a sentence

• If the Program Vehicle Depreciation Assumption True-Up Amount with respect to any Lease Vehicle is a positive number as of the first day following the end of the Estimation Period for such Lease Vehicle, then the Lessee of such Lease Vehicle shall pay the Lessor such Program Vehicle Depreciation Assumption True-Up Amount with respect to such Lease Vehicle in accordance with Sub-Clause 4.7.1 (Payments).

• The Company and Holder agree to adjust the foregoing formula, in good-faith, in the event that the formula does not represent the intent of the Cash Interest True-Up Amount.

• The intent of the Cash True-Up Amount is to compensate the Holder for its loss in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock at Monthly Conversion Price less than the Floor Price.

• The intent of the Cash Interest True-Up Amount is to compensate the Holder for its loss in value due to the condition that an Interest Share Amount cannot be converted into shares of Common Stock at Interest Conversion Rate less than the Floor Price.

• The Company and Holder agrees to adjust the foregoing formula, in good-faith, in the event that the formula does not represent the intent of the Cash True-Up Amount.

More Definitions of True-Up Amount

True-Up Amount means, in respect of a particular taxable year, an amount determined by the Tax Amounts CPA equal to the difference between (i) the aggregated Permitted Quarterly Tax Distributions actually distributed in respect of such taxable year, without taking into account any adjustments to such Permitted Quarterly Tax Distributions made with respect to any other taxable year (including any adjustment to take into account a True-up Amount for the immediately preceding taxable year) and (ii) the Tax Amount permitted to be distributed in respect of such year as determined by reference to LVSI's Internal Revenue Service Form 1120-S or Venetian's IRS Form 1065 filed for such year; provided, however, that if there is an audit or other adjustment with respect to a return filed by the LVSI or Venetian (including a filing of an amended return), upon a final determination or resolution of such audit or other adjustment, the Tax Amounts CPA shall redetermine the True-up Amount for the relevant taxable year. The amount equal to the excess, if any, of the amount described in clause (i) above over the amount described in clause (ii) above shall be referred to as the "True-up Amount due to LVSI" or the "True-up Amount due to Venetian", as the case may be and the excess, if any, of the amount described in clause (ii) over the amount described in clause (i) shall be referred to as the "True-up Amount due to the shareholders or members."

True-Up Amount has the meaning set forth in Section 5.2 hereof.

True-Up Amount shall have the meaning set forth in Section 3.5(b).

True-Up Amount means an amount equal to (a) $0.20 minus (b) the lowest one day VWAP for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the True-Up Exercise Date (the “True-Up Exercise Price”) multiplied by (c) 250,000 divided by (d) the True-Up Exercise Price. The shares of Common Stock comprising the True-Up Amount shall be referred to herein as the “True-Up Shares”. The Initial Share Issuance and the True-Up Shares shall collectively, in the aggregate, be referred to herein as the “Inducement Shares”. Accordingly, the True-Up Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with such beneficial ownership limitations, and in successive tranches if required to comply with such beneficial ownership limitations (each an “Additional Tranche”). The Company shall issue each Additional Tranche within two (2) business days of the request by Buyer. Additionally, in the event of a reverse stock split by the Company any fractional shares held by the Buyer shall be rounded up to the nearest whole share.

True-Up Amount shall have the meaning provided in Section 2.02(a)(vi).

True-Up Amount has the meaning assigned in Section 3.01(b).

True-Up Amount has the meaning set forth in Section 7.1(c).