Actual Performance definition
Actual Performance means, with respect to any unvested Titanium OP Incentive Unit that is subject to performance-based vesting and any unvested Titanium PSU Award, as applicable, the average of the actual performance achievement, determined as of the Effective Time, of the two performance metrics applicable to each such grant, as such actual performance achievement with respect to each individual metric is otherwise determined in accordance with the terms of the applicable Titanium Equity Award agreement. An “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, “control(s)” means possession, directly or indirectly, of the power to designate and direct or cause the designation and direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, a Person shall be deemed to control another Person if such Person is the sole general partner, sole managing general partner or sole managing member of such other Person. The terms “controlled by” and “under common control with” shall have correlative meanings.
Actual Performance shall have the meaning set out in Paragraph 6.3 of Schedule 4.
Actual Performance means, with respect to any unvested Titanium OP Incentive Unit that is subject to performance-based vesting and any unvested Titanium PSU Award, as applicable, the average of the actual performance achievement, determined as of the Effective Time, of the two performance metrics applicable to each such grant, as such actual performance achievement with respect to each individual metric is otherwise determined in accordance with the terms of the applicable Titanium Equity Award agreement.
Examples of Actual Performance in a sentence
Prior to January 1, 2027, the Transformation Award will vest at the greater of (i) 33% of target performance or (ii) Actual Performance.
On or after January 1, 2028, the Transformation Award will vest at the greater of (i) 67% of target performance or (ii) Actual Performance.
More Definitions of Actual Performance
Actual Performance shall be an amount equal to the sum of actual (i) Revenue Factor, (ii) EBITDA Factor and (iii) Net Income Factor, for any Performance Year.
Actual Performance for each Investment shall mean, at the time of calculation, an amount equivalent to the balance of a notional bank account earning interest at the rate of return specified in the Performance Fee Calculation (compounded annually with full reinvestment of interest income):
Actual Performance means (C) the Highest Four-Quarter Adjusted EBITDA as defined in Exhibit A but calculated effective through the most recent quarter-end as of the Termination Date, and (D) the Highest Average Stock Price as defined in Exhibit A but calculated effective through the trading day prior to the Termination Date.
Actual Performance means actual performance through the most recent practicable date prior to the Closing Date, as determined in good faith by the Compensation Committee of the Company Board (“Compensation Committee”), with performance for any portion of the applicable performance period that remains following the Closing Date included at the greater of forecast for the remainder of the period and target level.
Actual Performance means the Service Level actually achieved, over a given period, for a Service provided by the Service Provider when measured in accordance with Schedule x;
Actual Performance means, in respect of each Service Level, Supplier’s actual performance of the Deliverables against such Service Level. 1.4. Adjustment Date has the meaning set out in Clause 10 of Schedule D (Pricing, Invoicing and Payments). 1.5. Ad Hoc Travel Charge has the meaning set out in Clause 6.1.3 of Schedule D (Pricing, Invoicing and Payments). 1.6. Affiliate means, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity. The term "Affiliate" will also include: (a) a subsidiary of such entity, as the term "subsidiary" is defined in section 3 of the Companies Act 71 of 2008, as amended; and (b) any foreign company which, if it were registered under such Act, would fall within the ambit of such term. 1.7. After Hours means all hours during a day other than Business Hours. 1.8. Agreement means the Main Agreement together with all schedules, appendices, attachments and other documents attached thereto or referenced therein. 1.9. Agreement Interest Rate means the bank lending rate set by the South African Reserve Bank from time to time. 1.10. Applicable Law means any of the following, from time to time, to the extent it applies to a Party (including, as applicable, Affiliates and Subcontractors of a Party), or the Deliverables (including the performance, delivery, receipt or use of the Deliverables, as applicable and wherever occurring): (a) any statute, regulation, policy, by-law, ordinance or subordinate legislation (including treaties, multinational conventions and the like having the force of law); (b) South African common law; (c) any binding court order, judgment or decree; (d) any applicable industry code, policy or standard enforceable by law; and (e) any applicable direction, policy or order that is given by a regulator (other than SARS’s directions or policies given as a customer of the Deliverables). 1.11. At Risk Amount has the meaning set out in Clause 1.2.2 of Schedule C (Service Levels). 1.12. Audit Response Plan has the meaning set out in Clause 23.2.2 of the Main Agreement.
Actual Performance means (i) the Highest Four-Quarter Adjusted EBITDA as defined in Appendix A, but calculated effective through the most recent quarter-end as of the date of termination, and (ii) the Highest Average Stock Price as defined in Appendix A≤ but calculated effective through the trading day prior to the date of termination. In the case of Employee’s death, Employee’s rights hereunder with respect to any such RSUs that vest shall inure to the benefit of Employee’s executors, administrators, personal representatives and assigns. The RSUs that do not vest in accordance with this paragraph shall be immediately forfeited upon such termination due to death or Disability.