Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.
Applicable Conversion Rate means the Conversion Rate in effect at any given time.
Daily Conversion Value means, for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.
Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
Applicable Conversion Price means the Conversion Price in effect at any given time.
Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.
Forced Conversion Date shall have the meaning set forth in Section 6(d).
Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.
Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.
Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.
Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).
Mandatory Conversion Date has the meaning set forth in Section 7(a).
Applicable Multiplier means, with respect to any Rate Period for any Series of RVMTP Shares, the percentage set forth opposite the applicable credit rating most recently assigned to such Series by the Rating Agency in the table below on the Rate Determination Date for such Rate Period: Long-Term Ratings* Fitch Applicable Multiplier AAA to AA- 100% A+ to A- 000% BBB+ to BBB- 140% *And/or the equivalent ratings of any other Rating Agency then rating the RVMTP Shares utilizing the highest of the ratings of the Rating Agencies then rating the RVMTP Shares.
Measurement Period means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.
Automatic Conversion Date shall have the meaning specified in Section 15.12(a).
Quarterly Floating Rate Period means the period from and including a Quarterly Commencement Date to but excluding the next succeeding Quarterly Commencement Date.
Judgment Conversion Date as defined in subsection 10.8(a).
Leverage Increase Period has the meaning specified in Section 7.11(a).
Subsequent Rate Period means, with respect to any Series of RVMTP Shares, the period consisting of seven calendar days, but adjusted in each case to reflect any changes when the regular calendar day that is a Rate Determination Date is not a Business Day, from, and including, the first calendar day following the Initial Rate Period of such Series to, and including, the next Rate Determination Date for such Series and any period thereafter from, and including, the first calendar day following a Rate Determination Date for shares of such Series to, and including, the next succeeding Rate Determination Date for shares of such Series.
Adjusted Base Rate means the Base Rate plus the Applicable Percentage.
Make-Whole Fundamental Change Conversion Period has the following meaning:
Conversion Value means the Fair Market Value of the aggregate number of shares of Common Stock into which a share of ESOP Preferred Stock is convertible.