Period Two Earn-Out Payment Date Share Value definition

Period Two Earn-Out Payment Date Share Value means (a) the average Market Price under clause (a) of the definition thereof, of the Parent Ordinary Shares during the thirty (30) trading days immediately preceding the Earn-Out Schedule Delivery Date in respect of the Period Two Earn-Out Payment and (b) if such Parent Ordinary Shares are not then listed or admitted to trading on a national securities exchange, then the Market Price under clause (b) of the definition thereof on the Earn-Out Schedule Delivery Date.

Examples of Period Two Earn-Out Payment Date Share Value in a sentence

  • To the extent the Earn-Out Payment is satisfied by payment in Parent Ordinary Shares (such Parent Ordinary Shares so issued, the “Earn-Out Payment Shares”), each Earn-Out Payment Share shall be valued at the Period One Earn-Out Payment Date Share Value or Period Two Earn-Out Payment Date Share Value, as applicable.

Related to Period Two Earn-Out Payment Date Share Value

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • Earn-Out Period has the meaning set forth in Section 2.5(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • M1 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 70.00% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Quarterly Payment Date means the last Business Day of each March, June, September and December.

  • M5 Target Amount With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 93.30% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

  • M3 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 85.50% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • Earnout Payments has the meaning specified in Section 2.7.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Deferred Payment Date for a Participant means the date after the Restricted Period which is the earlier of (i) the date which the Participant has elected to defer receipt of Restricted Shares in accordance with Section 4.4 of this Restricted Share Plan; and (ii) the Participant’s Separation Date.

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

  • Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Premium Payment Date in respect of any Option, means the date on which the Premium is due and payable, as agreed to at the time the Option is entered into, as evidenced in a Confirmation.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.