25% Threshold definition

25% Threshold means ownership by Benefit Plan Investors, in the aggregate, of 25% or more of the value of any class of equity interest in the Corporation (calculated by excluding the value of any interest held by any person, other than a Benefit Plan Investor, who has discretionary authority or control with respect to the assets of the Corporation or any person who provides investment advice to the Corporation for a fee (direct or indirect) with respect to such assets, or any affiliate of such person).

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25% Threshold means, at any particular date, 25% of the Common Shares issued and outstanding at such date and for certainty, shall not include Common Shares into which Convertible Securities are convertible or Common Shares reserved for issuance in respect of options granted APUC to the Board of Directors or management.

25% Threshold has the meaning set forth in Section 3.2(a)(i).

Examples of 25% Threshold in a sentence

• In the event of a Common Share buyback, whether pursuant to a redemption, purchase for cancellation, issuer bid or otherwise, Emera agrees to participate in same on terms identical to that offered to other shareholders such that it will not exceed the 25% Threshold after completion of such Common Share buyback.

• The Parties acknowledge and agree that, following the date hereof and for as long as the 25% Threshold is satisfied, Investor will provide managerial support to the Company with respect to manufacturing, financial, marketing and other areas, in each case, as needed and requested by the Company and on commercially reasonable terms and conditions to be agreed in writing by Investor and the Company.

• One 75th - 100th 200% (Maximum) Two 50th 100% (Target) Three 25th 25% (Threshold) Performance below the threshold level will result in a 0% Total Stockholder Return Performance Factor, while performance above the maximum level cannot exceed the maximum Total Stockholder Return Performance Factor.

• Prior to Common Units qualifying as a class of “publicly-offered securities” or the availability of another exception under the Plan Asset Regulation, Transfers of Common Units to Benefit Plan Investors that would increase aggregate Benefit Plan Investor ownership of Common Units to a level that would meet or exceed the 25% Threshold will be void ab initio.

• Award Date: February 25, 2021 Page 8 Band Percentile Ranking Total Stockholder Return Performance Factor One 75th - 100th 200% (Maximum) Two 60th 150% Three 50th 100% Four 40th 50% Five 35th 25% (Threshold) If the Corporation’s TSR puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in the above table, your Total Stockholder Return Performance Factor shall be interpolated on a linear basis.

• From and after the fifth anniversary of the Closing Date, H&F, for so long as it holds its 25% Threshold Interest Amount, shall have the right to deliver to the Company one or more notices requiring that the Company consummate, at H&F’s election, either (a) a QPO or (b) a Sale Transaction as promptly as reasonably practicable after receipt of any such notification (such rights, the “H&F Liquidity Rights”).

• Peer Group % of Shares Earned Performance Level < 25% 0% 25% 25% Threshold 30% 30% 35% 40% 40% 55% 45% 75% 50% 100% Target 55% 113% 60% 115% 65% 120% 70% 128% 75% 138% 80% 150% Maximum The percentile rank will be reduced to the next lowest level if the final percentile rank does not equal one of the levels listed in the above schedule.

• For the avoidance of doubt, for so long as H&F holds its 25% Threshold Interest Amount, the H&F Liquidity Rights shall be continuing and shall terminate only upon the earlier of (x) the consummation of a QPO and (y) the consummation of a Sale Transaction.

• Notwithstanding the foregoing, the Board of Directors of the Corporation, in its sole discretion, may exempt a Benefit Plan Investor from the ownership limitations and other requirements set forth in this Section 8 and/or may decrease or increase the 25% Threshold for such Benefit Plan Investor.

• Such transfer to a Trust and the designation of shares of Capital Stock as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the event that otherwise would have caused aggregate Benefit Plan Investor ownership of shares of Capital Stock to meet or exceed the 25% Threshold.

More Definitions of 25% Threshold

25% Threshold means ownership by Benefit Plan Investors, in the aggregate, of twenty-five (25%) percent or more of the value of the Common Units (calculated by excluding the value of any interest held by any person, other than a Benefit Plan Investor, who has discretionary authority or control with respect to the assets of the Partnership or any person who provides investment advice to the Partnership for a fee (direct or indirect) with respect to such assets, or any Affiliate of such person).

25% Threshold has the meaning provided therefor in Section 10.2(c).

25% Threshold means that the Investor and its Affiliates own, directly or indirectly, 2.5% or more of the issued and outstanding Common Shares excluding any Incentive Securities issued after the date of this Agreement and any Pending Top-Up Securities, in each case, on the relevant date.