Embedded Value definition

Embedded Value means, with respect to any Option, as of any date, the excess of (i) the Option Price then in effect over (ii) the Fair Market Value on that date.

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Embedded Value means the present value of (a) projected future investment earnings on the Ceded Reserves, determined based on the asset portfolio as of the date as of which the calculation is made, minus (b) the Quota Share of projected future Claims, minus (c) future Policy Expenses, each determined (i) from the date as of which the calculation is made to the date on which no Reinsured Policy is projected to be outstanding, (ii) based on the pricing assumptions and policy decrements for the Reinsured Policies and Reinsured Liabilities as used by the Ceding Company and the Reinsurer on the Effective Date and (iii) based on a discount rate equal to ten percent (10%); provided, however, that the Embedded Value shall in no event be less than zero (0).

Embedded Value means the per share price equal to the Merger Consideration less the applicable exercise price per share. -------------------------------------------------------------------------------------------------- --------------------------- /1/Vesting in 3 equal tranches on 2/19/00, 2/19/01 and 2/19/02 /2/Vesting in 3 equal tranches on 7/29/00, 7/29/01 and 7/29/02 /3/Vesting in 3 equal tranches on 2/19/00, 2/19/01 and 2/19/02 -------------------------------------------------------------------------------------------------- Invested Equity of the Recapitalized The invested equity (i.e., before any dilution Company: for financing sources), including the management rollover of stock and options, is assumed to be $70 million (subject to change at ▇▇▇▇'▇ discretion), split among Class L Common stock and Class A Common stock as follows: # shares Dollars -------- ------- Class L 2mm $63mm Class A 18mm $7mm The following splits imply per share prices for the Class L Common and Class A Common of $31.50 and $0.39 per share, respectively (as so adjusted for any overall change in the aggregate invested equity account of the recapitalized Company, hereafter referred to as the "Deal Prices"). Shares of common stock will be rolled over proportionately into shares of Class L Common and Class A Common. -------------------------------------------------------------------------------------------------- Treatment of Rollover Stock Options: The existing stock options to be rolled over (the "Rollover Options") will be rolled over into new stock options with an aggregate in the money value equal to the aggregate Intrinsic Value. The Rollover Options will be split proportionately between options for Class L Common and Class A Common, respectively (10% for shares of Class L Common (representing 90% of the Intrinsic Value) and 90% for shares of Class A Common (representing 10% of the Intrinsic Value), at exercise prices equal to 25% of the respective Class L Common and Class A Common Deal Prices. -------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- Upon the consummation of the transactions contemplated by the Merger Agreement (the "Transactions"), the vesting of the Rollover Options shall be accelerated (starting with options vesting on 7/29/02 and working back chronologically in time) to vest on such date up to the point (and not in excess thereof...

Examples of Embedded Value in a sentence

• In connection therewith, the Ceding Company shall deliver to the Reinsurer, within forty-five (45) calendar days following the Recapture Effective Date, a statement (the “Terminal Settlement Statement”) setting forth the Ceding Company’s computation of the Terminal Settlement, including a good faith calculation of the Embedded Value Payment.

• The “Terminal Settlement” shall consist of (i) the Quarterly Net Settlement Amount for the Terminal Accounting Period, and (ii) the Embedded Value Payment with respect to the then in-force Covered Insurance Policies as of the Recapture Effective Date.

• If the Embedded Value Payment is negative, the absolute value of such negative amount shall be paid by the Reinsurer to the Ceding Company as part of the Terminal Settlement.

• If the Embedded Value Payment is positive, such amount will be paid by the Ceding Company to the Reinsurer as part of the Terminal Settlement.

• Upon or prior to the expiration of such twenty (20) Business Day period, the Ceding Company shall notify the Reinsurer in writing if it disagrees with the Reinsurer’s calculation of the Remaining Embedded Value.

• The independent actuarial firm’s review of the Remaining Embedded Value Report and the calculation of the Remaining Embedded Value shall be limited to a determination of whether such report and calculation were prepared in accordance with this Agreement.

• The Ceding Company shall provide the Reinsurer with such access to information as is reasonably necessary to enable the Reinsurer to calculate the Remaining Embedded Value.

• The parties shall instruct the independent actuarial firm to render its decision as to the appropriate calculation of the Remaining Embedded Value within thirty (30) calendar days after the submission of the matter for its review (or as soon thereafter as reasonably possible).

• Notwithstanding Article XV, any and all disputes as to the Remaining Embedded Value Report and the calculation of the Remaining Embedded Value that have not been resolved during such ten (10) Business Day period shall be submitted to an independent actuarial firm reasonably agreed to by each of the Ceding Company and the Reinsurer for review and determination.

• The independent actuarial firm shall select one and only one of the calculations of the Embedded Value submitted by the two parties.