Subject Amount definition

Subject Amount means the amount determined by multiplying (i) the total number of outstanding Common Shares immediately prior to the Change in Control (assuming, for this purpose, that all securities convertible into Common Shares have been so converted, other than stock options and warrants as to which the per share exercise price exceeds the last publicly available trading price of a Common Share prior to the Change in Control (or, if higher, the per share cash value of the consideration to be paid to holders of the Common Shares as a result of the Change in Control)) times (ii) the last publicly available trading price of a Common Share prior to the Change in Control (or, if higher, the per share cash value of the consideration to be paid to holders of the Common Shares as a result of the Change in Control); provided, that there shall be subtracted therefrom the aggregate exercise price of all stock options and warrants not so excluded.

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Subject Amount has the meaning specified in Section 2.09(a).

Subject Amount has the meaning assigned to such term in Section 2.11(d)(ii).

Examples of Subject Amount in a sentence

• Notwithstanding any provision of this Agreement to the contrary, in the event that the Total Executive Parachute Payments (as hereinafter defined) exceed 2% of the Subject Amount (as hereinafter defined), then the payments and benefits to be paid and provided to the Executive hereunder shall be reduced to the Reduced Amount (as hereinafter defined).

• The Parties agree that the exchange and conversion of the Subject Amount for shares of Common Stock pursuant to this Agreement is being consummated without registration under the Securities Act pursuant to the exemptions from registration contained in Section 3(a)(9) and Section 4(2) of the Securities Act, including the exemption set forth in Rule 506 promulgated under Section 4(2) of the Securities Act.

• Notwithstanding any provision of the Employment Agreement to the contrary, in the event that the Total Executive Parachute Payments (as hereinafter defined) exceed 2% of the Subject Amount (as hereinafter defined), then the payments and benefits to be paid and provided to you hereunder shall be reduced to the Reduced Amount (as hereinafter defined).

• For purposes of this Escrow Agreement, the term "Allocable Income Amount" with respect to a claim, distribution, or any amounts to be retained in escrow pursuant to Section 4(c) shall mean the amount of income (including reinvestment income), if any, that has been earned on the amount of any such payment (equal to the Subject Amount) from the date of the commencement of the Escrow Fund.

• Notwithstanding the preceding sentence, in no event shall the Subject Amount exceed Two Hundred Fifty Thousand Dollars ($250,000).

• The number of shares of Non-Qualified Financing Securities to be issued upon such conversion of this Note shall be equal to the quotient obtained by dividing (i) the Subject Amount as of the date of the closing of the Non-Qualified Financing by (ii) the price per share of the Non-Qualified Financing Securities sold in such Non-Qualified Financing.

• The Company hereby authorizes and instructs the Trustee to withdraw and transfer to the Company by wire transfer to the account below the Subject Amount on deposit in the Debt Service Reserve Account.

• At the closing of any Qualified Financing, if this Note remains outstanding, the Subject Amount shall be converted into shares of the same securities (“Qualified Financing Securities”) sold by the Company in (and simultaneously with) the Qualified Financing.

• All payments shall be made by the Escrow Agent to the Buyer by delivery of an amount equal to the sum of: (i) the amount of the applicable Accepted Claim (the "Subject Amount"); plus (ii) the Allocable Income Amount earned to the last day of the month preceding the month in which payment is made.

• The number of shares of Qualified Financing Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Subject Amount as of the date of the closing of the Qualified Financing by (ii) the price per share of the Qualified Financing Securities sold in such Qualified Financing.

More Definitions of Subject Amount

Subject Amount means the full amount of the Time Deposit (in the case of the Early Termination) or the amount of the part of the Time Deposit being terminated (in the case of the Partial Termination); “Replacement Rate” means a rate of interest per annum reasonably believed to be applicable if the Depository Office is to obtain funds in the same amount and the same currency of the Subject Amount from the interbank market for a period from and including the Termination Date and to and including the maturity date. Liquidation Amount incurs only if Replacement Rate is greater than Applicable Rate;

Subject Amount means: (i) if a Trust Distribution shall not have been received by the Trust, an amount equal to the greater of (A) the Net Proceeds Portion (as hereinafter defined) and (B) $10,000,000; and (ii) if a Trust Distribution shall have been received by the Trust, an amount (if any) equal to the positive number excess (if any) of the Net Proceeds Portion minus $10,000,000. The “Net Proceeds Portion” shall mean an amount equal to three percent (3%) of the cash sale price proceeds received by MGM MIRAGE or MR Sub from a sale of the Subject Interest by the Trust.

Subject Amount means the amount determined by multiplying (i) the total number of outstanding shares of common stock of the Company (the “Common Shares”) immediately prior to the Change in Control (assuming, for this purpose, that all securities convertible into Common Shares have been so converted, other than

Subject Amount shall have the meaning set forth in Section 2.11(d).

Subject Amount means the sum of all costs and expenses, including judgments, settlement payments, attorneys' fees, court costs, expert witness fees and other litigation expenses incurred by both Sellers and Buyer in conjunction with the defense, handling, settlement, trial, appeal or other proceedings in or relating to the Hall Litigation subsequent to the Closing Date and prior to final resolution thereof.