Make-Whole Compensation definition

Make-Whole Compensation means, with respect to any mandatory assignment of Loans pursuant to Section 5.04 (other than any such mandatory assignment in connection with a Lender’s status as a Defaulting Lender), an amount equal to (a) the Make-Whole Payment that would have been paid by the Borrower to the assigning Lender if such assignment of Loans by the assigning Lender was instead an optional prepayment of such Loans under Section 3.04 (other than pursuant to Section 3.04(c)), or a mandatory prepayment of such Loans under Section 3.05, or any prepayment or repayment of Loans following an Event of Default, minus (b) the amount paid to such assigning Lender by the assignor Lender on the date of such assignment.
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Make-Whole Compensation means one or more types of compensation, which may be either cash based or equity based, vested or unvested, that provides the Transferred Employee with (i) an aggregate economic value at least equal to the value of the applicable Unvested LTI Award and (ii) vesting, payment and termination terms and schedules that, in each case are no less favorable than those of the applicable Unvested LTI Award. For purposes of clause (i) of the immediately preceding sentence, the value of any Unvested LTI Awards that (A) are in the form of restricted stock or restricted stock units shall be determined based on the trading price of Parent common stock as of the close of trading on the business day immediately prior to the Transfer Time; (B) are in the form of stock options shall be determined based on the intrinsic value (i.e., spread value) of the stock options based on the difference between the applicable exercise price and the trading price of Parent common stock as of the close of trading on the business day immediately prior to the Transfer Time; and (C) have not been granted but are included in clause (ii) of the definition of “Unvested LTI Awards” shall be equal to the target value. Without limitation of the foregoing, in the event that a Transferred Employee experiences a Qualifying Termination, subject to the Transferred Employee’s satisfaction of the Release Requirement, Buyer or its Affiliate shall promptly vest and, if applicable, pay a pro-rated portion of any Make-Whole Compensation that is unvested at the time of such termination. If applicable, Buyer or its Affiliate shall also promptly pay any such Transferred Employee’s Make-Whole Compensation that is vested and unpaid at the time of such termination. Seller shall include on Schedule 8.01(b) all long term incentive awards held by Employees of the Business that Seller expects to be Unvested LTI Awards listed on Schedule 8.01(b), including, with respect to each such long term incentive award, (x) the vesting schedule and (y) the applicable holder’s Retirement Eligibility Date, and Seller shall update the applicable portion of 91 Schedule 8.01(b) prior to the Transfer Time to reflect the grant, vesting and forfeiture of long term incentive awards.
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Make-Whole Compensation means one or more types of compensation, which may be either cash based or equity based, vested or unvested, that (i) provides the Transferred Employee with an aggregate economic value that is at least equal to the value of the applicable Unvested LTI Award and (ii) vesting and payment terms and schedules that, in each case, are no less favorable than those of the applicable Unvested LTI Award; provided, however, that such Make-Whole Compensation may vest on a schedule that corresponds to the vesting schedule of awards granted by Buyer in the ordinary course of business, so long as any extension to the vesting period is less than 12 months. For purposes of clause (i) of the immediately preceding sentence, the value of any Unvested LTI Awards that are (A) in the form of restricted stock or restricted stock units shall be determined based on the trading price of Parent common stock as of the close of trading on the business day immediately prior to the Transfer Time and (B) in the form of stock options shall be determined based on the intrinsic value (i.e., spread value) of the stock options based on the difference between the applicable exercise price and the trading price of Parent common stock as of the close of trading on the business day immediately prior to the Transfer Time. Seller shall include on Schedule 8.01(b) all long term incentive awards held by Employees of the Business that Seller expects to be Unvested LTI Awards listed on Schedule 8.01(b), including, with respect to each such long term incentive award, (x) the vesting schedule and (y) the applicable holder’s Retirement Eligibility Date, and Seller shall update the applicable portion of Schedule 8.01(b) prior to the Transfer Time to reflect the grant, vesting and forfeiture of long term incentive awards.
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Examples of Make-Whole Compensation in a sentence

  • This Agreement shall remain in full force and effect until such time as repayment is discharged by the Employee, either by continued employment with the Company or repayment to the Company of the Make-Whole Compensation reimbursement in accordance with this Agreement.

  • This Agreement constitutes their entire agreement regarding the Make-Whole Compensation and all prior discussions, agreements and understandings, whether verbal or in writing, are hereby merged into this Agreement.

  • The boards of directors of the Company and Arena Verde S.A.C. shall have adopted the terms of a U.S. Make-Whole Compensation Plan and a Peru Incentive Compensation Plan as set forth on Exhibit J and Exhibit K, respectively (collectively, the “Bonus Plans”), and the Company any each such participant in the Bonus Plan shall have executed definitive documentation with respect to such Bonus Plans in form acceptable to the Investors (“Participant Agreements”).

  • If the Employee fails to make payment as agreed and the Company employs an attorney or other collection agent to collect amounts due under this Agreement and the Company prevails in court, the Employee will pay, in addition to the agreed upon value of the Make-Whole Compensation owed, all actual costs and attorney’s fees incurred by the Company in collection including, but not limited to, all costs and fees incurred in initiating or prosecuting a lawsuit and/or collecting any judgment.

Related to Make-Whole Compensation

  • Termination Compensation means a monthly cash amount equal to one-twelfth (1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Bonus Compensation shall have the meaning set forth in Section 3(b).

  • Final compensation of a member means:

  • Special compensation means payment to an adult foster care facility to ensure the provision of a specialized program in addition to the basic payment for adult foster care. Special compensation does not include payment received directly from the Medicaid program for personal care services for a resident, or payment received under the supplemental security income program.

  • Basic Compensation means Salary and Benefits.