Accelerated Portion definition

Accelerated Portion has the meaning specified in the Contract.
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Accelerated Portion means, in relation to any Cash Merger, the portion of the Merger Consideration, other than Marketable Securities, that has a Value equal to the amount determined by multiplying the Basic Reorganization Event Amount by a fraction, the numerator of which is the Value of the portion of the Merger Consideration delivered in exchange for a single share of Class A Common Stock that consists of assets other than Marketable Securities, and the denominator of which is the aggregate Transaction Value of the Merger Consideration received in exchange for a single Share of Class A Common Stock.
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Accelerated Portion means the greater of (x) the first two tranches of shares of Time-Vested Deferred Stock scheduled to vest after a Sale of the Company and (y) (i) if the Sale Price is less than $9.00 per Share, 0 shares of Time-Vested Deferred Stock, (ii) if the Sale Price is at least $9.00 per Share but less than $10.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 40% of the number of shares of Time-Vested Deferred Stock subject to this Agreement, (iii) if the Sale Price is at least $10.00 per Share but less than $11.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 50% of the number of shares of Time-Vested Deferred Stock subject to this Agreement; (iv) if the Sale Price is at least $11.00 per Share but less than $12.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 60% of the number of shares of Time-Vested Deferred Stock subject to this Agreement; and (v) if the Sale Price is at least $12.00, 100% of the then outstanding and unvested shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(ii) but at least 40% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(ii) shall be deemed to equal 0 shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(iii) but at least 50% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(iii) shall be deemed to equal 0 shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(iv) but at least 60% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(iv) shall be deemed to equal 0 shares of Time-Vested Deferred Stock.
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Examples of Accelerated Portion in a sentence

  • The construction of these regional sanitary landfills allows an ever-increasing volume of solid waste to be treated and monitored for environmental soundness.

  • Penalties may include: Recapture of the Accelerated Portion of the tax credits for prior years; Disallowance of the credit for the entire year in which the non-compliance occurs; and Assessment of interest for the recapture year and previous years.

  • Penalties may include:• Recapture of the Accelerated Portion of the tax credits for prior years;• Disallowance of the credit for the entire year in which the non-compliance occurs; and• Assessment of interest for the recapture year and previous years.

  • Penalties may include:  Recapture of the Accelerated Portion of the tax credits for prior years; Disallowance of the credit for the entire year in which the non-compliance occurs; and Assessment of interest for the recapture year and previous years.

  • For these purposes, the "Accelerated Portion" shall be equal to the number of shares which is the product of (i) a fraction, the numerator of which is the number of completed months elapsed beginning on the Grant Date and ending on the date of termination of employment and the denominator of which is the total number of months in the Restriction Period, multiplied by (ii) the total number of shares of nonvested Restricted Stock immediately prior to the date of termination of employment.

  • If (a) a Company Sale is consummated prior to the end of the Performance Plan Term and (b) the Performance Level for the Plan Year immediately prior to the year in which such Company Sale is consummated equals or exceeds 100, then the Accelerated Portion of the remaining Initial Options held by a Participant will vest immediately prior to the consummation of such Company Sale.

  • Springer acknowledges and agrees that the Accelerated Portion will be disqualified from treatment, under the United States Internal Revenue Code, as an Incentive Stock Option, and that such portion instead will be treated as a non-qualified stock option for tax purposes.

  • If the Option or Accelerated Portion is not exercised prior to the consummation of such Transaction (and which is not being assumed by a successor or purchasing corporation or parent thereof), the Option or Accelerated Portion shall terminate and be of no further force or effect as of the consummation of such Transaction.

  • Accelerated Portion of Credit The "accelerated portion of the credit" described in IRC §42(j) (2) is defined in IRC §42(j) (3).

  • The name and business address of the trustee of the Trust with a principal place of business in the State of Delaware is The Bank of New York (Delaware), Whitx Xxxx Xxxxxx, Route 273, Newark, Delaware 19711.


More Definitions of Accelerated Portion

Accelerated Portion. The Accelerated Portion as defined in the Contract.
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Accelerated Portion means, with respect to each unvested Company RSU Award or Company PSU Award that is outstanding as of the Measurement Date and held by an individual expected by the Company in good faith to be a SpinCo Employee or a Transferred Director, a portion of such award covering a number of shares of Company Common Stock equal to the product of (a) (i) with respect to each Company PSU Award, the total number of shares of Company Common Stock that remain subject to such award (determined based on deemed satisfaction of the performance conditions applicable to such award at the actual level of performance achievement through the latest practicable date prior to the Acceleration Date, with performance conditions adjusted to the extent necessary to reflect a shortened performance period, in each case, as determined by the Company Compensation Committee in its reasonable discretion (the “Assumed Performance Level”)) or (ii) with respect to each Company RSU Award, the total number of shares of Company Common Stock subject to such award that are scheduled to vest on the next scheduled vesting date following the Acceleration Date, multiplied by (b) a fraction, the numerator of which is (i) with respect to each Company PSU Award, the total number of days from the grant date through the Acceleration Date or (ii) with respect to each Company RSU Award, the total number of days from the most recent vesting date prior to the Acceleration Date (or from the grant date if no such vesting date has occurred) through the Acceleration Date, and the denominator of which is (I) with respect to each Company PSU Award, the total number of days in the vesting period or (II) with respect to each Company RSU Award, the total number of days in the period from the most recent vesting date prior to the Acceleration Date (or from the grant date if no such vesting date has occurred) through the next scheduled vesting date following the Acceleration Date; provided that, which respect to the Company Equity Awards designated as “Fully Accelerated Awards” on Schedule (1), the Accelerated Portion shall mean the entire award. Notwithstanding the foregoing, without double-counting, (x) the Accelerated Portion shall in any event include (A) the portion of each Company RSU Award outstanding as of the Measurement Date that is otherwise scheduled to vest in November 2024 and (B) with respect to Company PSU Awards scheduled to vest in November 2024, the entire award (based on the Assumed Performance Level), ...
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Accelerated Portion means, collectively, the Accelerated Options and the Accelerated Option Shares.
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Related to Accelerated Portion

  • Vested Portion means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.

  • Vesting Event means the earliest to occur of the following events:

  • Acceleration Right means the Participant’s right, in certain circumstances, to exercise its outstanding Option as to all or any of the Common Shares in respect of which such Option has not previously been exercised and which the Participant is entitled to exercise, including in respect of Common Shares not otherwise vested at such time;

  • Closed portion means that portion of a facility which an owner or operator has closed in accordance with the approved facility closure plan and all applicable closure requirements. (See also “active portion” and “inactive portion”.)

  • Unused Portion has the meaning assigned to that term in Section 2.09(a).

  • Make-Whole Exercise Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. Redemption Date Redemption Fair Market Value of Class A ordinary shares (period to expiration of warrants) <10.00 11.00 12.00 13.00 14.00 15.00 16.00 17.00 >18.00 60 months 0.261 0.280 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • 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.

  • Termination of Service means:

  • Right of Repurchase means the Company’s right of repurchase described in Section 7.

  • Forfeiture Period means the period from the Grant Date until the Forfeiture Date.

  • Automatic Exercise Date means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).

  • Vesting Period means the period of time specified by the Committee during which vesting restrictions for an Award are applicable.

  • Continuous Service Status means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

  • Performance Option means an Incentive Stock Option or Nonqualified Stock Option, the grant of which or the exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period.

  • 3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.

  • Option Expiration Date means the last day of the maximum term of an Option.

  • 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.

  • Grant Amount or “Grant” means the total amount of financial assistance disbursed under this Agreement, which consists of the City's Amount and the Consultant’s Amount.

  • Continuous Service means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

  • Vesting Date has the meaning set forth in Section 3.10(c)(ii).

  • Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Maximum Basic Grant Amount’ has the same meaning as set out in item 1 of Schedule 1 of HESA; ‘National Law’ means (a) for a state or territory other than Western Australia – the Health Practitioner Regulation National Law as set out in the Schedule to the Health Practitioner Regulation National Law Act 2009 (Qld) as it applies (with or without modification) as a law of the State or Territory; and (b) for Western Australia – the legislation enacted by the Health Regulation National Law (WA) Xxx 0000 that corresponds to the Health Practitioner Regulation National Law;