CUMULATIVE TOTAL RETURN Sample Clauses

CUMULATIVE TOTAL RETURN. The "CUMULATIVE TOTAL RETURN" means the sum (net of all transaction and valuation costs) of (i) all dividends and other distributions (including management fees) paid to the Investors with respect to Common Parent Shares and Preferred Parent Shares, (ii) the gross proceeds of any sale of Common Parent Shares and Preferred Parent Shares by any of the Investors, and (iii) solely for purposes of determining Cumulative Total Return as of the eighth anniversary of the Closing, the fair market value of the Common Parent Shares and Preferred Parent Shares held by the Investors on the eighth anniversary of the Closing (the "FAIR MARKET VALUE"), which will be determined by the Compensation Committee in its sole reasonable discretion. Notwithstanding anything in this Agreement to the contrary, upon a corporate transaction in which all of the Common Parent Shares and Preferred Parent Shares are converted into the right to receive cash, Cumulative Total Return shall be finally determined and there shall be no further opportunity to vest in any Performance Shares. The "INVESTORS" means each of the members of the Investor Group as defined in the Shareholders Agreement.
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CUMULATIVE TOTAL RETURN. The “CUMULATIVE TOTAL RETURN” means the sum (net of all transaction and valuation costs) of (i) all dividends and other distributions (including the aggregate amount of the Quarterly Management Fee Payments (as defined in the LLC Agreement), but specifically excluding tax distributions and expense reimbursement payments) paid to the Investors with respect to the Class A Units, (ii) the gross proceeds of any sale of Class A Units by any of the Investors, and (iii) solely for purposes of determining Cumulative Total Return as of the fifth anniversary of the Closing, the fair market value of the Class A Units held by the Investors on the fifth anniversary of the Closing, which will be determined by a nationally recognized third party valuation firm selected by the Managing Member. Notwithstanding anything in this Agreement to the contrary, upon a Significant Event Cumulative Total Return shall be finally determined and there shall be no further opportunity to vest in any Performance Units.
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CUMULATIVE TOTAL RETURN. The “Cumulative Total Return” means the sum (net of all transaction and valuation costs) of (i) all dividends and other distributions (including management fees) paid to the Investors with respect to Common Parent Shares and Preferred Parent Shares, (ii) the gross proceeds of any sale of Common Parent Shares and Preferred Parent Shares by any of the Investors, and (iii) solely for purposes of determining Cumulative Total Return as of the eighth anniversary of the Closing, the fair market value of the Common Parent Shares and Preferred Parent Shares held by the Investors on the eighth anniversary of the Closing (the “Fair Market Value”), which will be determined by the Compensation Committee in its sole reasonable discretion. Notwithstanding anything in this Agreement to the contrary, upon a corporate transaction in which all of the Common Parent Shares and Preferred Parent Shares are converted into the right to receive cash, Cumulative Total Return shall be finally determined and there shall be no further opportunity to vest in any Performance Shares. The “Investors” means each of the members of the Investor Group as defined in the Shareholders Agreement.
Sample 1
CUMULATIVE TOTAL RETURN. The “Cumulative Total Return” means the sum (net of all transaction and valuation costs) of (i) all dividends and other distributions (including management fees) paid to the Investors with respect to Parent Common Shares and shares of preferred stock in Parent beginning from January 28, 2005 (“Parent Preferred Shares”), (ii) the gross proceeds of any sale of Parent Common Shares and Parent Preferred Shares by any of the Investors, and (iii) solely for purposes of determining Cumulative Total Return as of the eighth (8th) anniversary of the Effective Date, the fair market value of the Parent Common Shares and Parent Preferred Shares held by the Investors on the eighth (8th) anniversary of the Effective Date (the “Fair Market Value”), which will be determined by the Compensation Committee in its sole reasonable discretion. Notwithstanding anything in this Agreement to the contrary, upon a
Sample 1
CUMULATIVE TOTAL RETURN. The "CUMULATIVE TOTAL RETURN" means the sum (net of all transaction and valuation costs) of (i) all dividends and other distributions, but specifically excluding tax distributions and expense reimbursement payments) paid to the Company with respect to the Class A Units, (ii) the gross proceeds of any sale of Class A Units by the Company, and (iii) solely for purposes of determining Cumulative Total Return as of the Test Date, the fair market value of the Class A Units held by the Company on the Test Date, which will be determined by a nationally recognized third party valuation firm selected by the Company. Notwithstanding anything in this Agreement to the contrary, upon a Significant Event Cumulative Total Return shall be finally determined and there shall be no further opportunity to vest in any Performance Units.
Sample 1

Related to CUMULATIVE TOTAL RETURN

  • Total Shareholder Return (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Adjustment for Dividends in Other Stock, Property, etc Reclassification, etc. In case at any time or from time to time after the Original Issue Date the holders of Common Stock (or Other Securities) shall have received, or (on or after the record date fixed for the determination of stockholders eligible to receive) shall have become entitled to receive, without payment therefor

  • Invested Capital The amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price at the time of such purchase, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for repurchase of Shares.

  • Preferred Return A Cumulative Return of six percent computed from the Initial Closing Date through the date as of which such amount is being calculated. Property or Properties. The Company's partial or entire interest in real property (including leasehold interests) located outside the United States and personal or mixed property connected therewith. An investment which obligates the Company to acquire a Property will be treated as a Property for purposes of this Agreement. Property Management Fee. A fee for property management services rendered by the Advisor or its Affiliates in connection with assets of the Company acquired directly or through foreclosure.

  • Peer Group For purposes of this Agreement, the Company’s peer group (the “Peer Group”) shall be comprised of three components: (a) the industry peer group companies set forth in Exhibit A to this Agreement; (b) companies in the S&P 500 Index; and (c) companies in the Xxxxxx Xxxxxxx XXXX Index; provided, that each of the foregoing Peer Group components shall be subject to equitable adjustment by the Committee in its sole discretion to the extent that one or more companies in any component grouping shall cease to maintain separate legal existence by reason of merger or legal dissolution or otherwise, or shall no longer be part of the applicable index. For purposes of determining values earned for Value Management Award Units granted hereby, the components of the Peer Group will be given the following weightings: industry group 25%; S&P group 50%; and REIT Index group 25%.

  • Net Profit The current and accumulated operating earnings of the Employer after Federal and state income taxes, excluding nonrecurring or unusual items of income, and before contributions to this and any other Qualified Plan of the Employer, unless the Employer has elected a different definition in the Adoption Agreement. Unless elected otherwise in the Adoption Agreement, Employer contributions to the Plan are not conditioned on profits.

  • Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.

  • Turn-Over After the occurrence and during the continuance of any Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

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