{"component": "definition", "props": {"groups": [{"samples": [{"hash": "aXzpO6tWahC", "uri": "/contracts/aXzpO6tWahC#equivalent-value", "label": "Exclusive License Agreement (Tengion Inc)", "score": 21.205338809, "published": true}, {"hash": "5TbL0DOuRft", "uri": "/contracts/5TbL0DOuRft#equivalent-value", "label": "Exclusive License Agreement (Tengion Inc)", "score": 21.076659822, "published": true}], "snippet": "means the cash price that would be paid in an arm\u2019s length transaction between two unrelated parties. The equivalent value shall be fairly determined by Licensee\u2019s Board of Directors and CMCC shall be notified thereof in writing together with a sufficiently detailed explanation of the determination and summary of the underlying data (if any) and assumptions to allow CMCC to evaluate the fairness of the determination. CMCC may, upon written notice to Licensee, appoint an independent certified public accountant or consultant (an \u201cIndependent Appraiser\u201d for purposes of this Article I, Paragraph D.) whose general qualifications are reasonably acceptable to Licensee and the cost and expense of the Independent Appraiser shall be paid solely by CMCC, except as provided below. If CMCC fails to notify Licensee of its election to exercise its valuation right within thirty (30) days after its receipt of the explanation and initial determination by Licensee\u2019s Board of Directors as provided herein, then the equivalent value thereof shall be the amount as determined by Licensee\u2019s Board of Directors, if CMCC exercises its valuation right, Licensee shall provide said Independent Appraiser with such books, information and records as the Independent Appraiser shall reasonably request pursuant to accepted professional practice standards, and CMCC shall thereafter cause the Independent Appraiser appointed by CMCC to provide its determination of equivalent value in writing to Licensee and CMCC. Following receipt of such determination, the parties shall, in good faith, attempt to mutually agree upon the equivalent value. If the parties are unable to so agree within thirty (30) days following their receipt of such determination, the parties shall jointly appoint a mutually acceptable Independent Appraiser to determine the equivalent value. The cost and expense of such jointly appointed Independent Appraiser and the Independent Appraiser appointed solely by CMCC shall be paid as follows: (a) if the equivalent value as found by the jointly appointed Independent Appraiser is within fifteen percent (15%) of the equivalent value determined by Licensee\u2019s Board of Directors, such costs and expenses of the jointly appointed Independent Appraiser shall be paid solely by CMCC; (b) if the equivalent value as found by the jointly appointed Independent Appraiser is greater than fifteen percent (15%) more than the equivalent value determined by Licensee\u2019s Board of Directors, the cost and expense of the jointly appointed Independent Appraiser shall be paid solely by Licensee; and (c) the costs and expenses of the independent Appraiser appointed solely by CMCC shall be shared equally by CMCC and Licensee. In any case, the determinations made by Licensee\u2019s Board of * Confidential Treatment Requested 5 Directors, the Independent Appraiser appointed by CMCC and the Independent Appraiser jointly appointed by the parties shall be compared, and the equivalent value shall be the middle determination (and not an average thereof). Any Independent Appraiser appointed by CMCC or jointly appointed by CMCC and Licensee shall be subject to an obligation of confidentiality consistent with customary professional standards, to limit any disclosures to any persons other than CMCC and Licensee.", "size": 4, "snippet_links": [{"key": "cash-price", "type": "definition", "offset": [10, 20]}, {"key": "unrelated-parties", "type": "definition", "offset": [83, 100]}, {"key": "by-licensee", "type": "clause", "offset": [150, 161]}, {"key": "directors-and", "type": "clause", "offset": [173, 186]}, {"key": "in-writing", "type": "definition", "offset": [218, 228]}, {"key": "the-determination", "type": "clause", "offset": [282, 299]}, {"key": "summary-of-the", "type": "clause", "offset": [304, 318]}, {"key": "notice-to-licensee", "type": "definition", "offset": [444, 462]}, {"key": "independent-certified-public-accountant", "type": "definition", "offset": [475, 514]}, {"key": "independent-appraiser", "type": "clause", "offset": [534, 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"means, for the purposes of park dedication, cash, site preparation, site development or any combination of land, cash, site preparation and site development.", "size": 3, "snippet_links": [{"key": "for-the-purposes-of", "type": "clause", "offset": [7, 26]}, {"key": "park-dedication", "type": "clause", "offset": [27, 42]}, {"key": "site-preparation", "type": "definition", "offset": [50, 66]}, {"key": "site-development", "type": "definition", "offset": [68, 84]}, {"key": "preparation-and", "type": "clause", "offset": [124, 139]}], "hash": "6135edf36d934332b2e6f24786cc1b75", "id": 5}, {"samples": [{"hash": "6J0ZHgg13th", "uri": "/contracts/6J0ZHgg13th#equivalent-value", "label": "First Supplemental Indenture (Citizens Utilities Capital L P)", "score": 18.0, "published": true}, {"hash": "1R1JiqKIx3o", "uri": "/contracts/1R1JiqKIx3o#equivalent-value", "label": "First Supplemental Indenture (Citizens Utilities Capital L P)", "score": 18.0, "published": true}], "snippet": "means the shares 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"means consideration which equals Two Hundred Twenty-Five Million Dollars ($225,000,000) in the aggregate.", "size": 2, "snippet_links": [{"key": "in-the-aggregate", "type": "definition", "offset": [88, 104]}], "hash": "03af3349a5f65c2bb7f1321a72701168", "id": 7}, {"samples": [{"hash": "kjUNFTMemSI", "uri": "/contracts/kjUNFTMemSI#equivalent-value", "label": "Limited Partnership Agreement (Citizens Utilities Capital L P)", "score": 18.0, "published": true}, {"hash": "7pgMzUCF8xG", "uri": "/contracts/7pgMzUCF8xG#equivalent-value", "label": "Limited Partnership Agreement (Citizens Utilities Capital L P)", "score": 18.0, "published": true}], "snippet": "has the meaning set forth in Annex C hereto.", "size": 2, "snippet_links": [{"key": "annex-c", "type": "definition", "offset": [29, 36]}], "hash": "435a047b287112cfe0ad4ba2503c6371", "id": 8}, {"samples": [{"hash": "e4NKs0LYNaC", "uri": "/contracts/e4NKs0LYNaC#equivalent-value", "label": "Securities Purchase Agreement (Telephone & Data 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The Replacement Award shall vest and become payable on a vesting schedule that is no less favorable to the Transferred Employee than that which applied to the Seller Equity Award, including accelerated vesting upon a termination of the Transferred Employee\u2019s employment by Buyer or one of its Affiliates without Cause or the Transferred Employee\u2019s resignation for Good Reason, in either case within twenty-four (24) months after the Closing Date, or the Transferred Employee\u2019s death, disability or retirement (as set forth in the documentation relating to the Seller Equity Award, and with the definitions of \u201cCause\u201d set forth in the documentation relating to the Seller Equity Award and \u201cGood Reason\u201d as defined herein). For purposes hereof, \u201cGood Reason\u201d shall mean the occurrence of, without the Transferred Employee\u2019s written consent, (i) a material diminution in the Transferred Employee\u2019s authority, duties or responsibilities with the Buyer and its Affiliates as in effect immediately following the Closing Date, (ii) a material diminution in the authority, duties or responsibilities of the person at the Buyer and its Affiliates to whom the Transferred Employee is required to report as in effect immediately following the Closing Date; (iii) a reduction in the Transferred Employee\u2019s rate of base salary, target annual bonus, target long-term incentive opportunity or retirement, welfare or other benefits as in effect immediately following the Closing Date (other than a reduction in retirement, welfare or other benefits similarly affecting all or substantially all similarly situated employees of Buyer and its Affiliates); or (iv) the relocation of the office at which the Transferred Employee was principally employed immediately prior to the Closing Date to a location more than fifty (50) miles from the location of such office (except for required travel on business substantially consistent with the Transferred Employee\u2019s business travel obligations immediately following the Closing Date). Not later than five (5) business days after the Closing, Seller shall provide Buyer with a schedule showing (i) each then-unvested (in whole or in part) Seller Equity Award, (ii) the number of shares of Seller Common Stock subject to such unvested portion of the Seller Equity Award, (iii) the applicable vesting dates with respect to each such Seller Equity Award, and (iv) the Equivalent Value of such Seller Equity Award.", "size": 2, "snippet_links": [{"key": "the-product", "type": "clause", "offset": [9, 20]}, {"key": "share-closing-price", "type": "definition", "offset": [32, 51]}, {"key": "a-share", "type": "definition", "offset": [55, 62]}, {"key": "stock-on", "type": "definition", "offset": [80, 88]}, {"key": "prior-to-the-closing-date", "type": "clause", "offset": [111, 136]}, {"key": "number-of-shares-of", "type": "clause", "offset": [155, 174]}, {"key": "subject-to", "type": "definition", "offset": [195, 205]}, {"key": "seller-equity-award", "type": "definition", "offset": 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"hash": "4bad15ce2b1d8b94169f22430438d278", "id": 10}], "next_curs": "Cl0SV2oVc35sYXdpbnNpZGVyY29udHJhY3RzcjkLEhpEZWZpbml0aW9uU25pcHBldEdyb3VwX3Y1NiIZZXF1aXZhbGVudC12YWx1ZSMwMDAwMDAwYQyiAQJlbhgAIAA=", "definition": {"snippet": "means the cash price that would be paid in an arm\u2019s length transaction between two unrelated parties. The equivalent value shall be fairly determined by Licensee\u2019s Board of Directors and CMCC shall be notified thereof in writing together with a sufficiently detailed explanation of the determination and summary of the underlying data (if any) and assumptions to allow CMCC to evaluate the fairness of the determination. CMCC may, upon written notice to Licensee, appoint an independent certified public accountant or consultant (an \u201cIndependent Appraiser\u201d for purposes of this Article I, Paragraph D.) whose general qualifications are reasonably acceptable to Licensee and the cost and expense of the Independent Appraiser shall be paid solely by CMCC, except as provided below. If CMCC fails to notify Licensee of its election to exercise its valuation right within thirty (30) days after its receipt of the explanation and initial determination by Licensee\u2019s Board of Directors as provided herein, then the equivalent value thereof shall be the amount as determined by Licensee\u2019s Board of Directors, if CMCC exercises its valuation right, Licensee shall provide said Independent Appraiser with such books, information and records as the Independent Appraiser shall reasonably request pursuant to accepted professional practice standards, and CMCC shall thereafter cause the Independent Appraiser appointed by CMCC to provide its determination of equivalent value in writing to Licensee and CMCC. Following receipt of such determination, the parties shall, in good faith, attempt to mutually agree upon the equivalent value. If the parties are unable to so agree within thirty (30) days following their receipt of such determination, the parties shall jointly appoint a mutually acceptable Independent Appraiser to determine the equivalent value. The cost and expense of such jointly appointed Independent Appraiser and the Independent Appraiser appointed solely by CMCC shall be paid as follows: (a) if the equivalent value as found by the jointly appointed Independent Appraiser is within fifteen percent (15%) of the equivalent value determined by Licensee\u2019s Board of Directors, such costs and expenses of the jointly appointed Independent Appraiser shall be paid solely by CMCC; (b) if the equivalent value as found by the jointly appointed Independent Appraiser is greater than fifteen percent (15%) more than the equivalent value determined by Licensee\u2019s Board of Directors, the cost and expense of the jointly appointed Independent Appraiser shall be paid solely by Licensee; and (c) the costs and expenses of the independent Appraiser appointed solely by CMCC shall be shared equally by CMCC and Licensee. In any case, the determinations made by Licensee\u2019s Board of * Confidential Treatment Requested 5 Directors, the Independent Appraiser appointed by CMCC and the Independent Appraiser jointly appointed by the parties shall be compared, and the equivalent value shall be the middle determination (and not an average thereof). Any Independent Appraiser appointed by CMCC or jointly appointed by CMCC and Licensee shall be subject to an obligation of confidentiality consistent with customary professional standards, to limit any disclosures to any persons other than CMCC and Licensee.", "size": 34, "title": "Equivalent Value", "id": "equivalent-value", "examples": ["If the two appraisal values (the \u201cAppraisal\u201d) differ by 10% or less (such percentage difference to be computed by subtracting the lesser of the Appraisals from the greater of the Appraisals and dividing that difference by the greater of the Appraisals), then the <strong>Equivalent Value</strong> of the property shall equal the average of the two Appraisals.", "One or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 (or the Dollar <strong>Equivalent Value</strong> thereof) shall be rendered against EDS, any EDS Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of EDS or any EDS Subsidiary to enforce any such judgment.", "If ADVERTISER removes or manipulates the pixels at any time during the Campaign or there is any period greater than an hour in which ADVERTISER experiences technical issues that impair Campaign performance (\u201cDown Time\u201d), Parties agree that ADVERTISER shall pay COMPANY the Down Time Estimated <strong>Equivalent Value</strong>.", "At any time subsequent to the Share Transfer and Valuation Date, the Company shall have the right to purchase some or all of the shares of Common Stock Series A delivered to the Holder as aforesaid at a price equal to the <strong>Equivalent Value</strong> of such shares on the relevant Share Transfer and Valuation Date.", "The number of shares of Common Stock payable to Participant with respect to the Dividend Equivalent Award is equal to (x) the Target Dividend <strong>Equivalent Value</strong> multiplied by the Performance Period\u2019s payout percentage calculated per Section 4.C., divided by (y) the Fair Market Value of the Common Stock on the Normal Vesting Date (the resulting number being rounded up to the nearest whole number of shares).", "The Target Dividend <strong>Equivalent Value</strong> shall then be subject to further calculation according to Valero\u2019s TSR ranking during the Performance Period as prescribed in Section 4.C. above (i.e., payout from 0% to 200% depending on Valero\u2019s TSR ranking).", "The Accumulated Dividend <strong>Equivalent Value</strong> shall be immediately forfeited with no consideration or other compensation or payment due to the Recipient in the event that the PSUs to which such amounts relate are forfeited.", "Any Lender may request at any time or from time to time that the Administrative Agent determine the Dollar <strong>Equivalent Value</strong> of the principal amount of all outstanding Loans for purposes of evaluating whether the Dollar <strong>Equivalent Value</strong> of the outstanding principal amount of all outstanding Loans exceeds the Aggregate Committed Sum.", "R$ = <strong>Equivalent Value</strong> of work done for the completion of a stage under all items of Schedule-H in USD.", "Each Loan, except Loans for the remaining unborrowed Aggregate Committed Sum, shall be in an amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 (or, if advanced in an Alternative Currency, in an amount of such currency having a Dollar <strong>Equivalent Value</strong>, on the Borrowing Date, substantially equal to $5,000,000 or a greater integral multiple of $1,000,000)."], "related": [["equivalent-amount", "Equivalent Amount", "Equivalent Amount"], ["current-value", "Current Value", "Current Value"], ["daily-measurement-value", "Daily Measurement Value", "Daily Measurement Value"], ["settlement-value", "Settlement Value", "Settlement Value"], ["replacement-value", "Replacement Value", "Replacement Value"]], "related_snippets": [], "updated": "2025-07-06T21:58:29+00:00"}, "json": true, "cursor": ""}}