Second Performance Condition definition

Second Performance Condition means that by July 15, 2002, a Sales Contract for the Monroe Project shall have been executed by the Borrower and a buyer approved by the Lenders, providing for (i) a closing not later than August 30; (ii) an xxxxxxx money deposit of not less than 2.5% of the sales price; (iii) a sales price payable in cash at closing in an amount not less than the minimum release price specified in Section 2.2 of this Agreement for such Project; (iv) the satisfaction or lapse of all due diligence contingencies not later than August 15, 2002; and (v) otherwise on terms approved by the Lenders. "Section 7.1(b) Event" shall have the meaning set forth in Section 7.1(b)(i) of this Agreement. "Section 7.3 Date" shall have the meaning set forth in Section 7.5 of this Agreement. "Sixth Performance Condition" shall mean that each Refinancing Commitment shall have closed pursuant to its approved terms by the earlier of (i) forty-five (45) days after the date of the Refinancing Commitment and (ii) September 27, 2002, with application of the refinancing proceeds to payment of the release price on the Project Loans as contemplated in Section 2.3 of this Agreement. "Super-Priority Administrative Claim" shall have the meaning set forth in Section 7.1(a)(xi) of this Agreement. -8- "Survey Information" shall mean all material agency inspection reports, audits, surveys, investigations, reviews or evaluations as to any Projects, and all responses or plans of correction of any of Borrower Parties relating thereto. "Term" shall mean the period commencing upon the Effective Date and ending upon the Escrow Closing Date. "Third Performance Condition" shall mean that the Lebanon Sales Contract shall have closed pursuant to its approved terms by September 5, 2002 (or October 5, 2002, if the Buyer exercises its right to a thirty (30)-day extension), the Sales Contract as to the Monroe Project shall have closed pursuant to its approved terms by August 30, 2002 and the Fresno Sales Contract shall have closed pursuant to its approved terms by July 20, 2002, with application of the sales proceeds to payment of the minimum release price on the Project Loans as contemplated by Section 2.2 of this Agreement. "Title Commitment" shall have the meaning set forth in Section 2.9 of this Agreement. "Title Policy" shall have the meaning set forth in Section 2.9 of this Agreement. "Transfer Documents" shall mean the documents identified on Exhibit I attached hereto and made a part hereof, and in the forms attache...
Sample 1
Second Performance Condition means all due diligence contingencies under each Refinancing Commitment shall have been satisfied or lapsed not later than January 31, 2002. "Section 7.1(b) Event" shall have the meaning set forth in Section 7.1(b)(i) of this Agreement.
Sample 1

Examples of Second Performance Condition in a sentence

  • Second Performance Condition 50% of the Options and 50% of the Performance Rights will be subject to, and will vest on, the achievement of a hurdle measuring the absolute total Shareholder return (ATSR) of 12.5% to 17.5% per annum over the next three years.

  • The Borrower will have the right to sell any of the Sales Projects, until the first lapse of a deadline set in any of the First Performance Condition, the Second Performance Condition or the Third Performance Condition, as is applicable to such Project, without satisfaction of such Performance Condition as to such Sales Project.

  • The 'First Performance Condition' and the 'Second Performance Condition' (referred to as PC1 and PC2 respectively) will be applied separately to the Options and the Ordinary Performance Rights as follows: • 50% of the Options and 50% of the Ordinary Performance Rights are subject to the PC1; and • 50% of the Options and 50% of the Ordinary Performance Rights are subject to the PC2.

  • The First Performance Condition and the Second Performance Condition (referred to as PC1 and PC2 respectively) will be applied separately to the Options and Performance Rights (Tranche 1) as follows:  50% of the Options and 50% of the Performance Rights (Tranche 1) are subject to the 'First Performance Condition' (PC1); and 50% of the Options and 50% of the Performance Rights (Tranche 1) are subject to the 'Second Performance Condition' (PC2).

Related to Second Performance Condition

  • Performance Condition means any performance condition imposed under rule 3;

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Basket Performance means a decimal number calculated by applying the following formula: X ⎛ Underlyingi,FINAL ⎞⎜⎟BP = ∑⎜ Wi × Underlying ⎟i=1 ⎝i,INITIAL ⎠ where: BP = Basket Performance X = 2 Wi = Weighting of the relevant Underlying Underlying i,FINAL Underlying i,INITIAL= Reference Price of the relevant Underlying with respect to the Valuation Date = Initial Price of the relevant Underlying

  • Additional Performance Security means the Bank Guarantee to be submitted by Successful Bidder in accordance with Clause 8.7 of this RFP Document

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Energy Performance Score means the numeric rating generated by Portfolio Manager that compares the Energy usage of the building to that of similar buildings.

  • Energy savings performance contract means a contract under which the rate of payments is based upon energy and operational cost savings and a stipulated maximum energy consumption level over the life of the contract.

  • Acceptance Condition means, with respect to an Offer, the condition set forth in the Offer Documents with respect to the number of acceptances to an Offer which must be secured to declare such Offer unconditional as to acceptances which shall be more than 50% of the Target shares carrying voting rights.

  • Qualified Performance-Based Award means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 11.

  • Financial Performance Covenants means the covenants of the Borrower set forth in Section 10.11.

  • Financial Performance Covenant means the covenant set forth in Section 6.10.

  • Payment Condition at any time of determination with respect to any Specified Transaction, that the following conditions are all satisfied: (x) (1) 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) and (2) the Specified Availability on the date of such Specified Transaction (divided by Availability as of such time of determination and expressed as a percentage), in each case exceed the applicable Availability Percentage (as defined below), (y) unless the Fixed Charge Condition (as defined below) is satisfied (to the extent applicable), the Parent Borrower shall be in Pro Forma Compliance with a minimum Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 and (z) if reasonably requested by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent (i) a copy of calculations required by preceding clause (y) in reasonable detail and (ii) a calculation of Specified Unrestricted Cash. As used herein, the following terms shall have the following meanings: (i) “Availability Percentage” shall mean (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 12.5%; (b) in respect of (A) any investment or acquisition permitted pursuant to clause (u) of the definition of “Permitted Investments” or (B) clause (c)(i) of the definition of “Permitted Acquisitions,” 10.0%; (c) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 12.5%; (d) in respect of any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b), 10.0%; and (e) in respect of any Asset Sale that would otherwise have to comply with Subsection 8.5, 10.0%; and (ii) “Fixed Charge Condition” shall mean 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) exceeds: (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 17.5%; (b) in respect of any acquisition permitted pursuant to clause (c)(i) of the definition of “Permitted Acquisitions”, 15.0%; (c) in respect of any investment permitted pursuant to clause (u) of the definition of “Permitted Investments”, 15.0%; (d) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 15.0%; and (e) in respect of (A) any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b) or (B) any Asset Sale that would otherwise have to comply with Subsection 8.5, 15.0%.

  • Underlying Performance means in relation to the Valuation Date a decimal number calculated by applying the following formula: UP =Underlying FINAL Underlying INITIAL where: UP = Underlying Performance with respect to the Valuation Date UnderlyingFINAL UnderlyingINITIAL= Reference Price of the Underlying with respect to the Valuation Date = Initial Price of the Underlying

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Qualifying Performance Criteria means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Parent, Subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, and on a pre-tax or after-tax basis, in each case as specified by the Committee in the Award: (i) cash flow (including operating cash flow or free cash flow); (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders’ equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xxiii) improvement in workforce diversity; (xxiv) expenses; (xxv) economic value added; (xxvi) product quality; (xxvii) number of customers; (xxviii) objective customer indicators; (xxix) customer satisfaction; (xxx) new product invention or innovation; (xxxi) profit after taxes; (xxxii) pre-tax profit; (xxxiii) working capital; (xxxiv) sales; (xxxv) advancement of the Company’s product pipeline; (xxxvi) consummation of strategic transactions; (xxxvii) reduction in cash utilization; and (xxxviii) addition of technologies and products. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Maximum Annual Debt Service Requirement means, at any given time of determination, the greatest amount of principal, interest and Amortization Installments coming due in any current or future Bond Year with regard to the Series of Bonds for which such calculation is made; provided, the amount of interest coming due in any Bond Year shall be reduced to the extent moneys derived from the proceeds of Bonds are used to pay interest in such Bond Year.

  • Total Performance means the date of the City’s acceptance of the Work in writing as fully performed according to the Contract Documents; and

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Release Condition means the following:

  • Review Satisfaction Date means, with respect to any Asset Review, the first date on which (a) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred.

  • Extreme performance coating means coatings designed for harsh exposure or extreme environmental conditions.

  • Capacity Performance Resource means a Capacity Resource as described in Tariff, Attachment DD, section 5.5A(a).

  • Performance Requirements The ordering entity reserves the right to inspect and verify that all deliveries are in accordance with specifications, both at the point of delivery and at the point of use. For orders that specify an “authorized party” to receive and inspect deliveries and/or installations, acceptance and inspection procedures must be performed by the” authorized party” to be considered and accepted by the ordering entity. Products inspected at the time of use are subject to refusal and return requirements for issues of quality such as defects in manufacturing and/or workmanship. Products will not be considered accepted by the ordering entity until the installation is complete for the applicable products.

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Performance and Guarantee Test means all operational checks and tests required to determine and demonstrate capacity, efficiency and operating characteristics as specified in the Contract Documents.