Being Considered for Purchase or Sale means, with respect to any security, that a recommendation to purchase or sell such security has been made and communicated or, with respect to the person making the recommendation, such person seriously considers making such recommendation.
certificated share means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shall be construed accordingly;
uncertificated share means a share of a class which is at the relevant time a participating class, title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly;
Fractional Share with respect to the Preferred Stock shall mean one one-hundredth of a share of Preferred Stock.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Relevant Proportion means, at any time, the proportion which one Note bears to the number of all of the Notes outstanding;
Total Consideration means, with respect to an Acquisition, the sum (but without duplication) of (a) cash paid in connection with any Acquisition, (b) indebtedness payable to the seller in connection with such Acquisition, (c) the fair market value of any equity securities, including any warrants or options therefor, delivered in connection with any Acquisition, (d) the present value of covenants not to compete entered into in connection with such Acquisition or other future payments which are required to be made over a period of time and are not contingent upon the Borrower or its Subsidiary meeting financial performance objectives (exclusive of salaries paid in the ordinary course of business) (discounted at the Base Rate), but only to the extent not included in clause (a), (b) or (c) above, and (e) the amount of indebtedness assumed in connection with such Acquisition.
Per Share Cash Amount shall have the meaning set forth in Section 1.06(a)(viii).
Fractional Undivided Interest With respect to any Class of Certificates, the fractional undivided interest evidenced by any Certificate of such Class the numerator of which is the Current Principal Amount, or Notional Amount in the case of the Interest Only Certificates, of such Certificate and the denominator of which is the Current Principal Amount, or Notional Amount in the case of the Interest Only Certificates, of such Class. With respect to the Certificates in the aggregate, the fractional undivided interest evidenced by (i) each class of Residual Certificates will be deemed to equal 0.25%, (ii) each class of Interest Only Certificates will be deemed to equal 1.0% multiplied by a fraction, the numerator of which is the Notional Amount of such Certificate and the denominator of which is the aggregate Notional Amount of such respective Class and (iii) a Certificate of any other Class will be deemed to equal 98.25% multiplied by a fraction, the numerator of which is the Current Principal Amount of such Certificate and the denominator of which is the aggregate Current Principal Amount of all the Certificates; provided, however, the percentage in clause (iii) above shall be increased by 1% upon the retirement of each Class of Interest Only Certificates.
Area of concern or “AOC” means any area of the facility under the control or ownership of the owner or operator where a release to the environment of hazardous waste(s) or hazardous constituents has occurred, is suspected to have occurred, or may occur, regardless of the frequency or duration of the release.
registered firm means a registered dealer, a registered adviser, or a registered investment fund manager; “registered individual” means an individual who is registered
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Cash surrender value means the amount available in cash upon vol- untary termination of a contract by its owner before it becomes payable by death or maturity, after any charges assessed in connection with the termi- nation have been deducted and before deduction of any outstanding contract loan.
Equivalent residential unit means a dwelling, unit, or development that is equal to a single- family residence in terms of the nature of its use or impact on an improvement to be provided in the assessment area.
the Area means the area for which for the time being the Appointee holds the appointment as water undertaker or, as the case may be, sewerage undertaker;
Class I Area means a mandatory visibility protection area designated pursuant to section 169A of the federal Clean Air Act.
Proportion means, in relation to a Bank:
Work area means a room or defined space in a workplace where hazardous chemicals are produced or used, and where employees are present.
Surrender Value means an amount, if any, that becomes payable in case of surrender in accordance with the terms and conditions of this policy.
headquarters area has the same meaning as given to the expression in the NRC Travel Directive as may be amended from time to time (« zone d’affectation »);
Exchange Proportion With respect to any exchange of Exchangeable Certificates pursuant to Section 5.09, Class A-S, Class B and Class C Certificates with original Certificate Principal Balances (regardless of current Certificate Principal Balance) that represent approximately 35.94%, 34.37% and 29.69%, respectively, of the aggregate original Certificate Principal Balances of all Class A-S, B and C Certificates involved in the exchange.
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
certificated means, in relation to a share, a share which is not in uncertificated form;
CAFRA Centers, Cores or Nodes means those areas with boundaries incorporated by reference or revised by the Department in accordance with N.J.A.C. 7:7-13.16.
Cash Value means the greater of (i) the amount that the policyholder is entitled to receive upon surrender or termination of the contract (determined without reduction for any surrender charge or policy loan), and (ii) the amount the policyholder can borrow under or with regard to the contract. Notwithstanding the foregoing, the term “Cash Value” does not include an amount payable under an Insurance Contract as:
Proportional Share means the annual revenue of a health care institution received in the form of medical assistance reim- bursement or public employee insurance from the state, divided by the total annual revenue of the health care institution.