Estimated Conversion Tax Amount means $10,000,000.
Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Tax Amount has the meaning set forth in Section 4.01(b)(i).
Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Tax Adjustment has the meaning set forth in Section 4.7.
Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).
Incremental Income Taxes is defined in Section 6.9.
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.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.
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.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
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.
Initial Conversion Price has the meaning specified in Section 13.01.
Open Market Adjustment Amount shall have the meaning specified in Section 2(I).
Make-Whole Fundamental Change Conversion Period has the following meaning:
Applicable Conversion Price means the Conversion Price in effect at any given time.
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.