Make-Whole definition
Make-Whole. As defined within the definition of “Major Servicing Defect” above.
Make-Whole. ADJUSTMENT: In the event the fair market value per share declines below $1.00, the Company shall pay to the Employee, upon exercise, an amount equal to (i) the loss on the total numbers of shares granted less the loss calculated on the substitute shares only as if the exercise price was zero, multiplied by (ii) the percentage derived from dividing the number of options exercised into the total number of options received. For example, if ▇▇▇▇ receives 25,000 substitute options and 37,500 new options in 1998 with an exercise price of $0.60, and the fair market value of the Company's stock is $0.75 at the time of exercise of 40,000 shares, then the make-whole payment due ▇▇▇▇ would be calculated as follows: Loss on total 62,500 x 0.25 = 15,625 Loss on substitute 25,000 x 0.25 = 6.250 ------ Difference 9,375 Percent Exercised (40/60) 66.67% ------ Payment Due to ▇▇▇▇ 6,250 HOLDING PERIOD: If an individual subject to Section 16 of the Exchange Act sells shares of Common Stock obtained upon the exercise of a stock option within six months after the date the option was granted, such sale may result in short-swing profit recovery under Section 16(b) of the Exchange Act.
Make-Whole. Provision as set forth in Section 2.3.16.
Examples of Make-Whole in a sentence
From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.
If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share.
The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.
In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any.
More Definitions of Make-Whole
Make-Whole means any form of relief determined by Labor Standards to place the complainant as nearly as possible in the position he or she would have enjoyed had the discriminatory or unfair employment practice not occurred.
Make-Whole. Amount is defined in Section 8.6.
Make-Whole. As used in law and in an arbitration award or government agency ruling reinstating a discharged employee, an order to the employer to pay the worker all wages lost dating from the date of the firing or loss of wages and benefits, minus what he/she may have earned elsewhere meanwhile. MANAGEMENT RIGHTS CLAUSE: Collective bargaining contract clause that expressly reserves to management certain rights and specifies that the exercise of those rights shall not be subject to the grievance procedure or arbitration; implementation of management prerogatives. MEDIATION: A procedure for resolving impasse in negotiations. NEGOTIATE: To confer, discuss, propose, consider, and make counter proposals in “good faith” in an effort to reach mutual agreement on items under consideration. Such negotiations shall be conducted by representatives with the authority to negotiate. Final approval of any negotiated item shall be by action of the Association and official adoption of the Trustees. NO LOCK OUT CLAUSE: Contract clause barring an employer from locking out the employees during the term of the agreement.
Make-Whole. The conversion rate of the Convertible Secured Notes shall be increased to compensate the holders thereof for the loss of the time value of the conversion right (i) if at any time the Common Stock is not listed on the NYSE or the NASDAQ Stock Market or (ii) if a Change of Control occurs, unless at least 90% of the consideration received or to be received by holders of Common Stock, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the Change of Control, consists of shares of Common Stock, American Depositary Receipts or American Depositary Shares traded on a national securities exchange in the United States or which will be so traded or quoted when issued or exchanged in connection with such Change of Control (these securities being referred to as “publicly traded securities”). As soon as is practicable following the issuance of the Convertible Secured Notes, Parent shall file a shelf registration statement for the resale of both the Convertible Secured Notes and the underlying Common Stock, using commercially reasonable efforts to do so concurrently or immediately after the issuance of the Convertible Secured Notes, and to have such registration statement declared effective as soon as practicable thereafter but in no event later than 120 days after filing. Failure to have such registration statement declared effective within 120 days after issuance of the Convertible Secured Notes will result in payment of 0.25% of additional interest per 90 days of registration default, up to a maximum of 1.00%. In addition, the Convertible Secured Notes will be DTC eligible at issuance. Price: Adjustments for (i) issuances of Common Stock or derivatives below the Conversion Price or below market, (ii) stock splits, combinations or dividends in the form of Common Stock, (iii) other dividends or distributions on Common Stock (including cash dividends and spinoffs), and (iv) repurchases of Common Stock above the Conversion Price or market (including by way of a tender offer), in each case, subject to certain customary exceptions.
Make-Whole means a rate card that effectively insulates the programmer such that regardless of subscribers or penetration, the rate results in the same level of revenue.
Make-Whole means, with respect to any principal amount of Bridge Loans an amount equal to the difference between (i) the LIBO Rate for an Interest Period of three months commencing on and in effect on the date of such action that triggered the payment of the Make-Whole (either under Section 5 or Section 11 of this Agreement) plus the Applicable Margin in effect on the date of such action and (ii) the Treasury Rate plus 100 basis points; multiplied by (iii) the outstanding balance of the Bridge Loan; multiplied by (iv) the number of days until May 21, 2019 divided by 360; provided that the Make-Whole will not be due and payable if (a) the Bridge Loans are rolled into or refinanced by a debtor-in-possession facility provided by the Lenders provided further such debtor-in-possession facility has a Make-Whole as agreed to by the Required Lenders and/or (b) the Lenders are provided adequate protection in any bankruptcy case of any of the Credit Parties and pursuant to such adequate protection, the Credit Parties continue to pay interest due and payable hereunder with respect to the Bridge Loans through May 21, 2019 (or, if earlier, the date upon which the Credit Parties emerge from any bankruptcy case) and there are no other payments of principal on the Bridge Loan prior to May 21, 2019 in each case other than mandatory prepayments pursuant to Section 5.02.
Make-Whole shall have the meaning set forth in Section 7.08(d).