True-Up Calculation definition
Examples of True-Up Calculation in a sentence
EVERTEC will deliver its proposed calculation of any Bi-Annual True-Up (including if such amount would equal $0, based on EVERTEC’s proposed calculation) not later than thirty (30) days following the end of each True-Up Calculation Period and will provide the Popular Parties with such supporting information for such calculation as the Popular Parties may reasonably request.
The payment for, against simultaneous delivery of, Shares in respect of each Put shall be settled not later than the Trading Day immediately following the last Trading Day of each Valuation Period, provided that the delivery date for the True-Up Shares shall be the Business Day immediately following the expiration of the True-Up Calculation Period (the “True-Up Closing Date”).
The payment for, against simultaneous delivery of, Shares in respect of each Put shall be settled not later than the third Business Day next following the last Trading Day of each Valuation Period, provided that the delivery date for the True-Up Shares shall be the third Business Day following the expiration of the True-Up Calculation Period (the “True-Up Closing Date”).
If the number of PSUs that vest pursuant to the True-Up Calculation is greater than the aggregate number PSUs that vested under this Agreement in the three Performance Periods described herein without regard to the True-Up Calculation, then such greater number of PSUs shall vest pursuant to the True-Up Calculation, reduced by the number of PSUs previously vested.
If, based on the True-Up Calculation for the First Earn-Out Period and after resolution of any dispute related thereto under Section 1.2(b)(v), it is determined that the Purchaser owes additional Earn-Out Payments to the Seller, the Purchaser will pay such amount to the Seller within ten (10) Business Days after such amount is finally determined under this Section 1.2(b).
The True-Up Calculation shall be deemed to be final and conclusive and agreed to by Purchaser and Seller, and shall be the basis for the true-up of the Net Worth Adjustment provided for in Section 1.6(d), unless Purchaser gives written notice to Seller, within fifteen (15) days of Purchaser’s receipt of the True-Up Calculation, that Purchaser disputes the True-Up Calculation (the “Dispute Notice”).
Seller shall pay to Purchaser any negative trued-up Net Worth Adjustment (i.e., if the True-Up Calculation of the Net Worth Adjustment is less than the Closing Calculation of the Net Worth Adjustment), in cash, plus interest thereon at the Borrowing Rate from the Closing Date, within five (5) days of the Determination Date.
One-third of the target number (and accordingly up to one-third of the maximum number) of PSUs shall be eligible for vesting with respect to attainment of the Performance Criteria in each of the three Performance Periods (as such term is defined below) as set forth below, but subject to the True-Up Calculation (as such term is defined below).
The payment for, against simultaneous delivery of, Shares in respect of each Draw Down shall be settled not later than the third Business Day next following the last Trading Day of each Pricing Period, provided that the delivery date for the True-Up Shares shall be the third Business Day following the expiration of the True-Up Calculation Period (the “Settlement Date”).
If Purchaser raises any objections to the Final Section 338(h)(10) Tax Amount, Purchaser may dispute the Final Section 338(h)(10) Tax Amount by providing written notice to Seller of the disputed items and setting forth in reasonable detail the basis of such dispute within thirty (30) days following receipt of the True-Up Calculation.