Assumed Sample Clauses

Assumed. For purposes of this Agreement, a stock option, share of restricted stock, restricted stock unit or performance share shall be considered “Assumed” if all of the following conditions are met: (a) stock options are converted into replacement awards in a manner that complies with Code Section 409A; (b) awards of restricted stock and restricted stock units that are not subject to performance goals are converted into replacement awards covering a number of shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of common shares underlying the awards of restricted stock or restricted stock units would be treated in the Change of Control transaction; provided that, to the extent that any portion of the consideration received by holders of Invacare’s common stock in the Change of Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change of Control; (c) awards of restricted stock, restricted stock units and performance shares that are subject to performance goals are converted into replacement awards that preserve the value of such awards at the time of the Change of Control; (d) the replacement awards contain provisions for scheduled vesting and treatment on termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Executive than the underlying awards being replaced, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Executive than, the terms of the underlying awards; and (e) the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.
Sample 1Sample 2Sample 3See All (11)
Assumed. Reinsurance other than for Licensing or Financial Rating purposes.
Sample 1Sample 2Sample 3See All (4)
Assumed. LIABILITIES
Sample 1Sample 2
Assumed. INVESTMENT The investment rate upon which we base variable RATE (AIR) Annuity Payments. L40530-NY01 4 ------------------------------------------------------------------------------ DEFINITIONS (CONTINUED) ------------------------------------------------------------------------------ AUTHORIZED REQUEST A request that is received by the Service Center in good order (that is, in a form that is satisfactory to the Company). BENEFICIARY The designated person(s) or entity(ies) to whom we will pay the death benefit under this contract. You name the Beneficiary(ies) at issue. You may later change the Beneficiary(ies) by Authorized Request as described in the Change of Beneficiary provision of this contract. For jointly owned contracts, the surviving Joint Owner is the sole primary Beneficiary. Spousal Joint Owners may also name contingent Beneficiaries. For tax reasons non-spousal Joint Owners cannot name contingent Beneficiaries. BUSINESS DAY Each day on which the New York Stock Exchange is open for trading, except when an Investment Option does not value its shares. Our Business Day closes when regular trading on the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern Time. We will process any instructions received after the close of any Business Day on the next Business Day. CONTRACT ANNIVERSARY A 12-month anniversary of the Issue Date of this contract.
Sample 1
Assumed. TRADE NAME CERTIFICATES. On or before January 15, 1999, the Company shall receive copies of all certificates filed by the Originators in each applicable jurisdiction regarding the use of each of the trade or assumed names set forth under each Originator's name on the signature pages hereof.
Sample 1
Assumed. Buyer agrees to assume, perform and discharge (i) the unperformed and unfulfilled executory contracts, lease obligations, and ongoing obligations of the Business accruing from the Effective Date all as specifically set forth in Exhibit B hereto, and (ii) all accounts payable and accrued liabilities which are reflected on that certain Analysis of Liabilities at December 31, 1994 attached hereto as Exhibit E.
Sample 1
Assumed. BioTime Liabilities shall have the meaning set forth in Section 1.3(c).
Sample 1
Assumed. Resinsurance except for reinsurance assumed from subsidiaries; 28. Business Produced By Managing General agents; 29.The Company's liability as a member, subscriber, or reinsurer of any pool, syndicate, or association including, but not limited to, Fair Plans and Coastal Pools; EXCLUSIONS CONTINUED
Sample 1
Assumed. To the extent a party hereto has been unable to obtain any governmental or any third party consents or approvals required under applicable law for the transfer of any Asset and to the extent not otherwise prohibited by the terms of any Assumed Contract or Partially Assumed Contract, Seller and its Affiliates shall continue to be bound by the terms of such applicable Assumed Contract or Partially Assumed Contract, as the case may be, and Buyer shall pay, perform and discharge fully all of the obligations of Seller and its Affiliates thereunder (but as to any Partially Assumed Contract, only to the extent provided in the Partial Contract Assignment) from and after the Closing to the extent that the corresponding benefit is received. Seller shall, without consideration therefor, pay, assign and remit to Buyer promptly all monies, rights and other consideration received in respect of such performance. To the extent permitted by law, Seller and its Affiliates shall exercise or exploit their rights in respect of such Assets only as reasonably directed by Buyer and at Buyer’s expense. Each party hereto shall continue to use reasonable best efforts to obtain at the earliest practicable date all unobtained consents or approvals required to be obtained by it in connection with the transfer of the Assets or performance of any Ancillary Agreement; provided, that, except as set forth in Section 6.13, neither Seller, Buyer nor any of their Affiliates shall be required to pay any consideration, other than a de minimis amount, in connection with such consents or approvals unless Buyer agrees to pay such amounts. If and when any such consents or approvals shall be obtained, then Seller and its Affiliates shall promptly (i) assign their rights and obligations thereunder to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligations or (ii) perform under the Ancillary Agreement, as applicable. Each party shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.
Sample 1