Put Cap definition

Put Cap means, (x) with respect to a Class A Member, a number of Class A Interests equal to thirty three and one third percent (33 1/3%) of the number of Class A Interests listed as of the date hereof on Schedule I (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the date of this Agreement); and (y) with respect to a Class B Member, a number of Class B Interests equal to (i) thirty three and one third percent (33 1/3%) of the number of Class B Interests issued listed as of the date hereof on Schedule I (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the date of this Agreement) plus (ii) with respect to any WCAS Put Exercise, the quotient of (A) such Class B Member’s Prior Unsold Interests with respect to all previous WCAS Put Exercises divided by (B) the Applicable Percentage with respect to the applicable WCAS Put Exercises; provided that if any Company Interests listed as of the date hereof on Schedule I are thereafter Transferred to another Member, then, for purposes of determining each Member’s Put Cap only, the owner of such Transferred Company Interests on the date of the WCAS Put Exercise Notice or Additional Put Exercise Notice shall be deemed to have owned such Transferred Company Interests as of the date of this Agreement and the Person who owned such Transferred Company Interests on the date of this Agreement shall be deemed not to have owned such Transferred Company Interests on the date of this Agreement.
Sample 1
Put Cap means a number of Shares equal to the lesser of (x) such number of Put Shares that represent twenty-five percent (25%) of the aggregate number of Shares held by Xxxxxxx as of the date of this Agreement and (y) such number of Put Shares having an Estimated 9.5x Consideration of $562,500,000; provided, however, that the amount in clause (y) shall be further subject to an increase equal to the amount paid in cash by the Put Sellers to NewCo Holdings pursuant to Section 2.1(j)(i), if any, or a decrease equal to the amount paid by NewCo Holdings to the Put Sellers pursuant to Section 2.1(j)(ii), if any, in each case in connection with the most recent Put consummated in accordance with this Section 2.1.
Sample 1
Put Cap means [•] per cent.;]6 "Put Gearing" means [•] per cent.;
Sample 1

Examples of Put Cap in a sentence

  • Ministry May Put Cap on Rice Export Prices,” Bangkok Post, March 18, 2008.restrict exports.

  • Any WCAS Put Exercise shall be made by delivery of a written notice by WCAS to SEM and the Company during such ten (10) day period (each, a “WCAS Put Exercise Notice”), which WCAS Put Exercise Notice shall indicate the number of Company Interests that WCAS wishes to sell to SEM subject to WCAS’s Put Cap.

  • During the ten (10) day period following SEM’s, WCAS’s and Dignity’s receipt of such written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e), WCAS may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to WCAS’s Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “WCAS Put Exercise”).

  • During the ten (10) day period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e), WCAS may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to WCAS’s Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “WCAS Put Exercise”).

  • Savage, High Court Debate Could Put Cap On Punishing Jury Awards, L.A. TIMES, Nov.

  • During the ten (10) day period following SEM’s, WCAS’s and Dignity’s receipt of such written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e), Dignity may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to the Dignity Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “Dignity Put Exercise”).

  • Our immediate recommendations include the following:9.1 Put Cap and Trade funds to work on carbon-reducing transportation investments9.1.1 Rail ModernizationFund an ongoing program to modernize passenger rail in California.

  • Any Dignity Put Exercise shall be made by delivery of a written notice by Dignity to SEM and the Company during such ten (10) day period (each, a “Dignity Put Exercise Notice”), which Dignity Put Exercise Notice shall indicate the number of Company Interests that Dignity wishes to sell to SEM subject to the Dignity Put Cap.

  • As a result and in contrast to a direct investment in the Underlying any potential return on the Classic Capped Plus Certificates and Classic Double Capped Plus Certificates and Classic Cap & Floor Plus Certificates and Booster Certificates and Double Leveraged Certificates and Call Cap Certificates and Put Cap Certificates is, therefore, limited.


More Definitions of Put Cap

Put Cap means, as of the date of determination, the lesser of (i) the dollar amount of Common Stock that the Company is able to repurchase without violating applicable state law and/or the terms of any agreement with its banks or institutional lenders, or (ii) twenty percent (20%) of the Company's Consolidated Income before Interest, Taxes, Depreciation and Amortization for the twelve (12) month period ending on December 31st immediately preceding the date of determination less the aggregate dollar amount of shares of Common Stock repurchased during such twelve (12) month period ending on such December 31st from Participants, or former Employees other than payments to such Participants, or former Employees pursuant to Section 9.2 of the Plan. For purposes of this definition, the aggregate dollar amount of Common Stock repurchased during such 12 month period shall include the Fair Market Value of shares of Common Stock withheld by the Company upon a Participant's exercise of a Stock Option to satisfy the Participant's minimum statutory withholding tax obligation.
Sample 1
Put Cap means, with respect to a Class A Member or a Class B Member, a number of Company Interests equal to thirty three and one third percent (33 1/3%) of the number of Company Interests issued to such Member on the date of this Agreement or in connection with the closing of the Transactions (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the date of this Agreement); provided that if any Company Interests issued to a Member on the date of this Agreement or in connection with the closing of the Transactions are thereafter Transferred to another Member, then, for purposes of determining each Member’s Put Cap only, the owner of such Transferred Company Interests on the date of the WCAS Put Exercise Notice or the Additional Put Exercise Notice shall be deemed to have owned such Transferred Company Interests as of the date of this Agreement or in connection with the closing of the Transactions and the Person who owned such Transferred Company Interests on the date of this Agreement or in connection with the closing of the Transactions shall be deemed not to have owned such Transferred Company Interests on the date of this Agreement or in connection with the closing of the Transactions.
Sample 1

Related to Put Cap

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Maximum Put Amount means the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000), or (ii) Two Hundred Fifty percent (250%) of the average of the Dollar Volume for the twenty (20) Trading Days immediately preceding the Put Date.

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

  • VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

  • Maximum Cap Rate For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II Mortgage Loans, in each case, weighted on the basis of the outstanding Stated Principal Balances of the related Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

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

  • Minimum Purchase Amount means an amount that would be sufficient to (i) reduce the Outstanding Amount of each class of Notes on such Distribution Date to zero and (ii) pay to the respective Noteholders the Class A Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Interest Distribution Amount payable on such Distribution Date.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Maximum Weighted Average Life Test means a test that will be satisfied on any date of determination if the Weighted Average Life of all Eligible Collateral Obligations included in the Collateral is less than or equal to 5.50 years.

  • Maximum Purchase Amount means, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

  • WAC Cap With respect to the Mortgage Loans as of any Distribution Date, the product of (i) the weighted average of the Adjusted Net Mortgage Rates then in effect on the beginning of the related Due Period on the Mortgage Loans and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Interest Accrual Period related to such Distribution Date.

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.

  • Draw Down Amount means the actual amount of proceeds to be paid by the Purchaser in connection with a Draw Down.

  • Maximum Available Amount means, at any time, the least of:

  • Net WAC Cap The Group 1 Net WAC Cap, the Group 2 Net WAC Cap or the Subordinate WAC Cap, as applicable.

  • Maximum Daily Redemption Limit means a maximum limit (if applicable) on the redemption number of ETP Securities of a Series on any Optional Redemption Pricing Date, as may be amended by the Margin Loan Provider from time to time in accordance with the terms of the LS Margin Account Agreement and the LS Operating Procedures Agreement.

  • Valuation Cap means a pre-money valuation of US $27,500,000.

  • Trigger Amount with respect to Extraordinary Trust Expenses for the Trust is $25,000 and the Maximum Reimbursable Amount is $100,000. The Trustee Fee will be paid by the Expense Administrator. Expenses will be reimbursed by the Expense Administrator in accordance with the Expense Administration Agreement.

  • Accelerated Purchase Share Volume Maximum means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, a number of shares of Common Stock equal to (i) the number of Purchase Shares specified by the Company in the applicable Accelerated Purchase Notice as the Accelerated Purchase Share Amount to be purchased by the Investor in such Accelerated Purchase, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • 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:

  • 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.