Contracted NOI definition

Contracted NOI means NOI projected to be earned by the Company on a consolidated basis over the twelve (12) full calendar month period starting with the thirteenth (13th) and ending with the twenty-fourth (24th) full calendar month after consummation of the Change in Control, calculated based on the Company’s consolidated financial performance, without giving effect to the Change in Control, from the critical IT load contracted for pursuant to all contracts, licenses, leases, or service agreements entered into by the Company (or any Subsidiary or Affiliate thereof) in effect as of the consummation of such Change in Control, as determined by the Committee in good faith, taking into account information provided by management, projections or models used, relied upon or approved by the Board in the Change in Control, or such other information determined appropriate by the Committee. For avoidance of doubt, any PSUs that do not vest in accordance with this Section (e) shall automatically, without further action, notice, or deed, be forfeited upon the consummation of such Change in Control, without payment of consideration therefor.
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Examples of Contracted NOI in a sentence

  • For avoidance of doubt, achievement of the Second NOI Target shall be measured based on aggregate Contracted NOI, and not measured solely with respect to Contracted NOI in excess of the First NOI Target.

  • With respect to each NOI Target for which there has been no less than sixty percent (60%) achievement, determined based on Contracted NOI, a ratable number of PSUs shall vest in an amount equal to the product of (A) the percentage of the applicable NOI Target deemed achieved upon consummation of such Change in Control, but not to exceed one hundred percent (100%) achievement, multiplied by (B) the number of PSUs that vest upon achievement of one-hundred-percent (100%) of such NOI Target.

  • By way of example, if (i) a Change in Control is consummated on or prior to the Forfeiture Date, and no PSUs have vested prior to the consummation of such Change in Control, and (ii) the Contracted NOI is one billion two hundred million dollars ($1,200,000,000), then (A) the Tranche One PSUs would vest in full upon consummation of such Change in Control, to the extent not previously vested, and (B) the first 225,000 of Tranche Two PSUs would vest, to the extent not previously vested.

  • If, upon consummation of a Change in Control prior to the Forfeiture Date, any PSUs had not previously vested, then, notwithstanding paragraph (d) above, such PSUs shall vest if, and only if Contracted NOI (as defined below), equals or exceeds no less than sixty percent (60%) the applicable NOI Target, in which case, such NOI Target shall be deemed achieved.