True-Up Value definition
Examples of True-Up Value in a sentence
Payment of the True-Up Value Difference will be accompanied by the payment of interest thereon from the Effective Date to and including the date of payment at an annual rate equal to the 90-Day Treasury Rate in effect on the Effective Date.
In the event that the Investor disagrees with the Company’s calculations of the True-Up Value or the amount of shares of Common Stock to be issued in connection with this section, the Investor shall have two (2) Trading Days to contest the calculation of the Company upon delivery of written notice to the Company, which such written notice shall include the Investor’s proposed calculation of the amount of the True-Up Shares.
An amount equal to the True-Up Value minus the LLC Interests Value (with such amount expressed as a positive number, if positive, or as a negative number, if negative).
If the True-Up Adjustment is settled in Blackstone Common Units or PJT Class A Shares, the Replacement Award holder will receive a number of units or shares, as applicable, with a value equal to the True-Up Value using the Blackstone VWAP or PJT VWAP, as applicable, during the last 20 Trading Days of the True-Up Measurement Period.
In the event of an Acquisition Event, (i) the True-Up Date shall be the earlier of June 30, 2011 and the date of the Acquisition Event, and (ii) the True-Up Value shall equal the greater of the amount determined under Section 2.2A(a) and the fair market value (as determined in good faith by the board of directors of Buyer) of the consideration received for each share of Buyer’s common stock, if applicable, in the Acquisition Event.
In the event that the aggregate value of the Shares and the previously sold Shares are valued for less than the Value Amount on the Valuation Date, the Company shall thereafter issue additional shares of Common Stock to the Investor in the amount of the True-Up Value (such shares, the “True-Up Shares”).
In the event that the Shares are valued for less than the Value Amount on the Valuation Date, the Company shall thereafter issue additional shares of Common Stock to the Investor in the amount of the True-Up Value (such shares, the “True-Up Shares”).
True-Up shall equal the lesser of (a) the sum of Excess Liability plus Second Excess Liability plus Further Excess Liability less Windward’s Initial Payment or (b) the difference calculated by subtracting (i) the sum of the Windward Floor, the Final Floor Uplift, Windward’s Initial Payment plus Windward’s Second Payment (whether the value of Windward’s Second Payment is positive or negative) from (ii) the True-Up Value.
No CVR Consideration shall be paid on a CVR if the True-Up Value or the Floor Price equals or exceeds the Target Price.