Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.
Closing Payment has the meaning set forth in Section 2.2(a).
Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.
Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.
Earnout Amount has the meaning set forth in Section 2.7(a).
Series A Distribution Payment Date has the meaning assigned to such term in Section 5.11(b)(i)(A).
Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s target annual incentive bonus for the year in which the Date of Termination occurs.
Earn-Out Consideration is defined in Section 2.5(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Cash Payment has the meaning set forth in Section 2.2(b).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:
True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.
Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.
Cash Consideration has the meaning set forth in Section 2.2.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.