Measurement Event definition

Measurement Event means (i) the Change in Control if the Date of Termination is on or after the date of the Change in Control or (ii) commencement of the Applicable Period if the Date of Termination is prior to the date of the Change in Control.
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Measurement Event means the Change in Control.
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Measurement Event means (i) prior to an Initial Public Offering (as defined below) and on or before the 10th anniversary of the grant date, any transaction or series of related transactions which result in the KKR, Xxxx and Vornado (hereinafter collectively, the “Sponsors”) ceasing collectively to own securities which represent at least 50% of the total voting power or economic interest in Toys “R” Us, Inc., (ii) at any time on or before the 10th anniversary of the grant date, any transaction or series of related transactions which result in an independent third party acquiring securities which represent more than 50% of the total voting power or economic interest in Toys “R” Us, Inc., (iii) at any time on or before the 10th anniversary of the grant date, a sale or disposition of all or substantially all of the assets of Toys “R” Us, Inc. and its subsidiaries on a consolidated basis; provided that, in the case of clauses (i) and (ii) above, such transactions shall only constitute a Measurement Event if they result in the Sponsors ceasing to have the power (whether by ownership of voting securities, contractual right, or otherwise) collectively to elect a majority of the Board, and (iv) after an Initial Public Offering, any equity securities (including securities which are convertible into equity securities) held by the Sponsors which will be deemed to have been sold for a price per share equal to the weighted average (by dollar volume) of the closing trading price for each of the 90 consecutive trading days ending on such measurement date, and for purposes of calculating the target price points for the performance-vesting condition such sale will be deemed to occur on the first day of such 90 trading day period.
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Examples of Measurement Event in a sentence

  • Q3: Would your company agree to the above change proposed on Measurement Event Triggering Criteria?Company Agree/Disagree Further comments Ericsson No strong view We are also ok if there is majority view.

  • Changes related to Measurement Event Triggering Criteria R2-2304078 proposes correction for Measurement Event Triggering Criteria as: CR for the same issue for Rel-17 was approved in last meeting.

  • The parties recognize the importance of protecting and respecting intellectual property rights.

  • For purposes of this Agreement, “Compete” means (i) solicit in competition with Employer any person or entity which was a customer of Alabama Gas Corporation at the Date of Termination, (ii) offer to acquire any local gas distribution system in the State of Alabama; (iii) offer to acquire any oil or gas mineral interest in the State of Alabama, or (iv) offer employment to any active employee of Employer who was an employee of Energen Resources Corporation prior to the Measurement Event.

  • For purposes of this section a "Failure Event" ------------- shall be a specific Measurement Event for which Supplier fails to achieve the relevant Critical Service Level(s) or Service Level(s); provided, however, that any such failure caused by an event described in Section III.D of this SLA shall not be counted as a Failure Event.

  • If the performance condition is achieved (at any level) during the One-Year Performance Extended Period, the Vested Portion of the Option will remain exercisable for a period of one year after the Measurement Event resulting in such performance-vesting.

  • Figure 2.2: This is an example showing CRMdig extending CIDOC-CRM: The CRMdig class D7:Digital Measurement Event is a derivation of CIDOC-CRM classes E65:Creation and E11:Modification.

  • For example, if a Measurement Event occurred shortly after the first anniversary of the grant date in which the consideration received by the Sponsors reflected a price of Toys “R” Us, Inc.

  • For purposes of this section, a ----------------- "Measurement Event" will be the monthly calculation of Supplier's actual performance for each Service Level or Critical Service Level.

  • For purposes of this section a "Failure ------------- Event" shall be a specific Measurement Event for which Supplier fails to achieve the relevant Critical Service Level(s) or Service Level(s); provided, however, that any such failure caused by an event described in Section III.D of this SLA shall not be counted as a Failure Event.


More Definitions of Measurement Event

Measurement Event. The date that the sum of the aggregate unpaid balance of the Loan Account and the aggregate undrawn Stated Amount of all then outstanding L/Cs has exceeded the Borrowing Base minus the aggregate of Availability Reserves for three consecutive days. For purposes of determining whether a Measurement Event has occurred, in calculating the Borrowing Base, the "Appraised Inventory Percentage" shall at all times through March 31, 2004 be deemed to be 90%.
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Measurement Event shall have the meaning specified in Section 5.15.
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Related to Measurement Event

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Payment Event means any of the following:

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Adjustment Event means each of the following events:

  • Relevant Event means any Termination Event, Mandatory Prepayment Event or Further Novation Event, or any event which only with the passage of time, the giving of any notice or the fulfilment of any other condition (or a combination thereof) would constitute a Termination Event, Mandatory Prepayment Event or Further Novation Event;

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Load Management Event means a) a single temporally contiguous dispatch of Demand Resources in a Compliance Aggregation Area during an Operating Day, or b) multiple dispatches of Demand Resources in a Compliance Aggregation Area during an Operating Day that are temporally contiguous.

  • Potential Adjustment Event means any of the following:

  • Amendment Event means that Counterparty amends, modifies, supplements or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend, in each case without the prior consent of Dealer.

  • Significant Event means any Amortization Event or Event of Default.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Measurement Date means the most recent Payment Date specified in the first column of the Cumulative Net Loss Rate Table.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Put Event means the occurrence of any of the following:

  • Knock-out Event means the event as defined in §4(4).

  • Barrier Event means that R (final) is lower than the Barrier.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of common (or common equivalent) Equity Interests of the IPO Entity on the date of the declaration of the relevant Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of the common (or common equivalent) Equity Interests for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.