Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of eighty one million dollars ($81,000,000).
SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eighteen million dollars ($18,000,000.00).
Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Total Intrinsic Loss Estimate means the sum of the SF1-4 Intrinsic Loss Estimate in the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the Commercial Shared-Loss Agreement, expressed in dollars.
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Acquisition Cost means the cost to acquire a tangible capital asset including the purchase price of the asset and costs necessary to prepare the asset for use. Costs necessary to prepare the asset for use include the cost of placing the asset in location and bringing the asset to a condition necessary for normal or expected use.
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.
Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.