Upper Benchmark definition

Upper Benchmark means a price per share of Company Common Stock, expressed in U.S. Dollars, equal to the quotient obtained by dividing (x) (A) the product obtained by multiplying US$11,500,000,000 by 0.92 minus (B) US$460,000,000 by (y) the Number of Status Quo Shares.
Sample 1Sample 2Sample 3
Upper Benchmark means a price per share of Company Common Stock, expressed in U.S. Dollars, equal to the quotient obtained by dividing(x) (A) the product obtained by multiplying US$11,500,000,000 by 0.92 minus (B) US$460,000,000 by (y) the Number of Status Quo Shares. “ Warrant 1 ” has the meaning set forth in Section 2.4(d) .
Sample 1

Examples of Upper Benchmark in a sentence

  • Schedule 2.5 sets forth an illustrative example of the calculations of (a) the Number of Closing Shares under Section 2.1(a); (b) the Upper Benchmark and the Lower Benchmark (and the adjustments pursuant to Section 2.4(b) and 2.4(c)); and (c) the number of Warrant 1 Shares and the number of Warrant 2 Shares under Section 2.4(d).

  • The Maximum Tariff (Upper Benchmark at the time of Bidding) = 18.37 SLR/kWh To consider the variation in foreign currency component involved in the Capital Cost of the Project, the tariff will be re-adjusted at the time of signing the Power Purchase Agreement, as given in the following formula.

  • The Closing Payment shall be an amount equal to (A) $117,000,000 (the “Base Purchase Price”), (B) plus the Estimated Closing Date Cash, (C) plus the amount, if any, by which Estimated Net Working Capital exceeds Target Net Working Capital Upper Benchmark or minus the amount, if any, by which Target Net Working Capital Lower Benchmark exceeds Estimated Net Working Capital, and (D) minus the Estimated Closing Date Indebtedness.

  • Upper Benchmark Drive shall be a public Access Tract, and shall not be a private drive.

  • The Town shall determine in its discretion and when funds are appropriated, as to when and how Upper Benchmark Drive is maintained similar to other public roads within the Mountain Village including but not limited to repair and maintenance and seasonal snow removal.

  • The Maximum Tariff (Upper Benchmark) = 18.37LKR/kWh In the Tariff Proposal, the Project Proponent shall indicate the proposed Flat Tariff for the delivered energy measured at the Metering Point.

  • Upper Benchmark Drive may be used to provide vehicular and pedestrian access as well as for the installation of utilities as approved by the Town of Mountain Village, for the use and benefit of the Properties (“Access Tract Improvements”), as well the Accessing Lots, or any other lot the Town deems, in its sole and absolute discretion, appropriate to use Upper Benchmark Drive.

  • The Maximum Tariff (Upper Benchmark) = 15.60LKR/kWh In the Tariff Proposal, the Project Proponent shall indicate the proposed Flat Tariff for the delivered energy measured at the Metering Point.

  • If requested by one or more owners of the Accessing Lots and approved by the Town in writing, such an owner or owners may elect to cause snow removal to occur on Upper Benchmark Drive outside of Town services at such an owner’s or owners’ cost and expense.

  • The Maximum Tariff (Upper Benchmark) = 17.46LKR/kWh In the Tariff Proposal, the Project Proponent shall indicate the proposed Flat Tariff for the delivered energy measured at the Metering Point.

Related to Upper Benchmark

  • Term Benchmark when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate.

  • Original Benchmark Rate on any day means (subject to § 3(4)) the [1 / 3 / 6 / 12]-month Euro Interbank Offered Rate (expressed as a percentage rate per annum) fixed at, and appearing on the Screen Page as of, 11:00 a.m. (Brussels time) on such day.

  • Benchmark means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(d)(iii)(A).

  • Relevant Benchmark means the Index, the Reference Interest Rate and any other index, benchmark or price source by reference to which principal or other amounts payable under the Securities is calculated.

  • Benchmark Gilt means, in respect of a Reset Period, such United Kingdom government security having a maturity date on or about the last day of such Reset Period as the Calculation Agent, with the advice of the Reference Banks, may determine to be appropriate;

  • Highest Average Compensation means the average Compensation for the three (3) consecutive years of Service with the Employer that produces the highest average. A Year of Service with the Employer is the twelve (12) consecutive month period identical to the Plan Year.

  • Alternative Benchmark Rate means an alternative benchmark or screen rate which is customarily applied in international debt capital markets transactions for the purposes of determining floating rates of interest (or the relevant component part thereof) in the Specified Currency, provided that all determinations will be made by the Independent Adviser in its reasonable discretion.

  • Benchmark Rate means, with respect to any Redemption Date, the rate per annum equal to the annual equivalent yield to maturity or interpolated maturity of the Comparable Benchmark Issue (as defined below), assuming a price for the Comparable Benchmark Issue (expressed as a percentage of its principal amount) equal to the Comparable Benchmark Price for such Redemption Date.

  • Canadian Benchmark means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Canadian Benchmark” shall include, as applicable, the published component used in the calculation thereof.

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Other Benchmark Rate Election means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence of:

  • Administrator/Benchmark Event Date means, in respect of an Administrator/Benchmark Event, the date on which the authorisation, registration, recognition, endorsement, equivalence decision, approval or inclusion in any official register is (i) required under any applicable law or regulation; or

  • Replacement Benchmark means a benchmark rate which is:

  • Benchmarked Rates means the Framework Prices for the Benchmarked Services;

  • Unadjusted Benchmark Replacement means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

  • Mid-Swap Floating Leg Benchmark Rate means EURIBOR (if the Specified Currency is euro), LIBOR for the Specified Currency (if the Specified Currency is U.S. dollars, Pounds Sterling or Swiss Francs), CIBOR (if the Specified Currency is Danish Kroner), NIBOR (if the Specified Currency is Norwegian Kroner), STIBOR (if the Specified Currency is Swedish Kronor) or (in the case of any other Specified Currency) the benchmark rate most closely connected with such Specified Currency and selected by the Calculation Agent in its discretion after consultation with the Issuer;

  • SOFR Benchmark Replacement Date means the Benchmark Replacement Date with respect to the then-current Benchmark;

  • Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.

  • Interpolated Benchmark with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

  • Moderate-income unit means a restricted unit that is affordable to a moderate-income household.

  • Average Monthly Compensation means the quotient determined by dividing the sum of the Employee’s then current Base Salary (as defined in Section 4.1 hereof) and the greater of the most recently paid Incentive Compensation (as defined in Section 4.2 hereof) or the average of Incentive Compensation paid over the three most recent years by twelve.

  • Successor Benchmark Rate means a successor to or replacement of the Original Benchmark Rate which is formally recommended by any Relevant Nominating Body.

  • Capitation rate means the fee the department pays monthly to an HMO for each enrolled recipient for the provision of covered medical and health services whether or not the enrolled recipient received services during the month for which the fee is intended.

  • Actual Deferral Percentage means, for a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in the group) of (1) the amount of Employer contributions actually paid over to the Trust on behalf of the Participant for the Plan Year to (2) the Participant's Earnings for the Plan Year (or, provided that the Employer applies this method to all Employees for a Plan Year, the Participant's Earnings for that portion of the Plan Year during which he was eligible to participate in the Plan). Employer contributions on behalf of any Participant shall include: (i) his Elective Deferrals, including Excess Elective Deferrals of Highly Compensated Employees, but excluding (A) Excess Elective Deferrals of Non-Highly Compensated Employees that arise solely from Elective Deferrals made under the Plan or another plan maintained by an Affiliated Employer, and (B) Elective Deferrals that are taken into account in the Average Contribution Percentage test described in Section 5.10 (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals), and excluding Elective Deferrals returned to a Participant to reduce an Excess Amount as defined in Section 6.5(f); and (ii) if the Employer has elected to make Qualified Nonelective Contributions, such amount of Qualified Nonelective Contributions, if any, as shall be necessary to enable the Plan to satisfy the ADP test and not used to satisfy the ACP test; and (iii) if the Employer has elected to make Qualified Matching Contributions, such amount of Qualified Matching Contributions, if any, as shall be necessary to enable the Plan to satisfy the ADP test and not used to satisfy the ACP test. For purposes of computing Actual Deferral Percentages, an Employee who would be a Participant but for his failure to make Elective Deferrals shall be treated as a Participant on whose behalf no Elective Deferrals are made.

  • Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • System for Award Management (SAM means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—