HGV Applicable Percentage definition

HGV Applicable Percentage means the percentage shift in ownership equal to the greater of (a) the percentage determined by dividing (i) the value of all shares of HGV stock (as of immediately after the Distribution) Acquired pursuant to one or more Issuances of HGV stock occurring on or after the Distribution Date by (ii) the value of all outstanding stock of HGV as of immediately after the Distribution, or (b) the percentage determined by dividing (i) the total combined voting power of all shares of HGV stock (as of immediately after the Distribution) Acquired pursuant to one or more Issuances of HGV stock occurring on or after the Distribution Date by (ii) the total combined voting power of all outstanding stock of HGV as of immediately after the Distribution. The amount set forth in (a)(ii) or (b)(ii) shall be reduced by any redemption or repurchase (directly or indirectly) by HGV (or its Subsidiaries) of HGV Common Stock following the Distribution and prior to the last such Issuance (with such reduction calculated in the case of (a)(ii) by using the value of the applicable stock as of immediately after the Distribution). This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by the Parties in good faith.

Examples of HGV Applicable Percentage in a sentence

  • Any Disposition or Issuance which is permitted pursuant to Section 2.2(b) or (c) shall be disregarded for purposes clauses (a)(i) and (b)(i) of the definition of Blackstone-HLT Applicable Percentage, Blackstone-PK Applicable Percentage, Blackstone-HGV Applicable Percentage, HLT Applicable Percentage or HGV Applicable Percentage, as applicable.

  • For purposes of calculating the Blackstone Applicable Percentage, HLT Applicable Percentage or HGV Applicable Percentage, any Disposition or Issuance which is permitted pursuant to Section 2.2(b) or (c) shall be disregarded.

  • If the Blackstone Representative and the relevant Spinoff Party do not agree on an allocation, the Reallocation Event Reduction shall first be allocated to and reduce the relevant HLT Percentage Shift Limit or HGV Percentage Shift Limit (but not below the HLT Applicable Percentage or HGV Applicable Percentage, respectively, as of the time of the Reallocation Event).

Related to HGV Applicable Percentage

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

  • Applicable Revolving Percentage means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

  • Applicable L/C Fee Percentage means, as at any date of determination, a rate per annum equal to the Applicable Eurodollar Margin for Revolving Loans in effect on such date.

  • Facility Fee Percentage means, as of any date, the percentage set forth in the column headed “Facility Fee Percentage” in Section 2.3 that is in effect on such date.

  • Applicable Commitment Fee Percentage means, as at any date of determination, the rate per annum then applicable in the determination of the amount payable under Section 2.15(C)(i) hereof determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

  • Note Percentage means (i) for each Payment Date until the aggregate principal amount of each Class of Notes has been paid in full, 100%; and (ii) thereafter, 0%.

  • Applicable Commitment Percentage means, with respect to each Lender at any time, a fraction, the numerator of which shall be such Lender's Revolving Credit Commitment and the denominator of which shall be the Total Revolving Credit Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 11.1.

  • Revolving Percentage as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding).

  • Commitment Fee Percentage means, with respect to the Revolving Loan Commitments at any time, the per annum percentage which is used to calculate Commitment Fees for such Revolving Loan Commitments determined pursuant to the Pricing Grid.

  • Applicable Dollar Percentage means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments.

  • Applicable Facility Fee Percentage means, as at any date of determination, the rate per annum then applicable in the determination of the amount payable under Section 2.14(C)(i) hereof determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

  • Revolver Percentage means, for each Lender, the percentage of the Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding.

  • Strike Percentage means 100%

  • Applicable Revolving Credit Percentage means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

  • Applicable Multicurrency Percentage means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented by such Multicurrency Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments.

  • Participation Percentage means the rounded percentage of the total actual Project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the rounded percentage of the total actual Project costs that will be contributed by the Recipient. Both percentages are identified in Appendix B. If the total actual Project costs exceed the estimated Project costs identified in Appendix B, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Asset Percentage has the meaning specified in Section 2.05(b)(ii).

  • Funding Percentage means, if there is a Funding Period, with respect to any Payment Date, the percentage derived from the fraction the numerator of which is the Pre-Funded Amount and the denominator of which is the sum of the aggregate Principal Balance of Receivables transferred to the Trust and the Pre-Funded Amount, in each case, as of the last day of the related Collection Period.

  • Designated Percentage shall have the meaning set forth in Section 1(a) hereof.

  • Applicable Unused Line Fee Percentage means, as of any date of determination, the applicable percentage set forth in the following table that corresponds to the Average Revolver Usage of Borrowers for the most recently completed fiscal quarter as determined by Administrative Agent in its Permitted Discretion; provided, that for the period from the Closing Date through and including September 30, 2017, the Applicable Unused Line Fee Percentage shall be set at the rate in the row styled “Level II”; provided further, that any time an Event of Default has occurred and is continuing, the Applicable Unused Line Fee Percentage shall be set at the margin in the row styled “Level II”: Level Average Revolver Usage Applicable Unused Line Fee Percentage I > 50% of the Maximum Revolver Amount 0.375% II < 50% ofthe Maximum Revolver Amount 0.50% The Applicable Unused Line Fee Percentage shall be re-determined on the first day of each fiscal quarter by Administrative Agent.

  • Applicable Fee Percentage means, as of any date of determination thereof, the applicable percentage used to calculate certain of the fees due and payable hereunder, determined by reference to the appropriate columns in the Pricing Matrix attached to this Agreement as Schedule 1.1.

  • Purchase Percentage means, with respect to any Purchased Asset, the applicable Maximum Purchase Percentage specified in Schedule 1 (or as otherwise specified in the applicable Confirmation), as adjusted in accordance with Schedule 1 (or as otherwise specified in the applicable Confirmation).

  • PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the excess of the Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is such Required Coupon. As to any Non-Discount Mortgage Loan, 0%.

  • Discount Percentage shall have the meaning specified in Section 2.11.

  • Participation Percentages means the percentage of the total actual project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the percentage of the total actual project costs that will be contributed by the Recipient. Both of the percentages are identified in Appendix D. In the event that the total actual project costs exceed the estimated project costs identified in Appendix D, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.