Balancing the Exchange Sample Clauses

The "Balancing the Exchange" clause ensures that the obligations and benefits exchanged between parties in a contract are equitable and proportionate. In practice, this clause may require that if one party's duties or the value they provide changes, the other party's corresponding obligations or compensation are adjusted to maintain fairness. This mechanism helps prevent situations where one side is unfairly advantaged or disadvantaged due to unforeseen changes, thereby promoting a fair and balanced contractual relationship.
Balancing the Exchange. Parity in numbers of exchange students is the objective of the agreement. However, each party should be prepared to consider a disparity in any given semester or year during the period of the agreement. Any and all imbalances shall be resolved by the end of the period of agreement.
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Balancing the Exchange i) It is the objective under this agreement that there will be parity in the number of students exchanged. For the purpose of computing this parity, the exchanges will be weighed as follows: ii) One short-term, credit-bearing program (less than 4 weeks) = 0.25 units; one summer session (4 – 11 weeks) = 0.5 units; one summer term (12 weeks) = 1.0 unit; one semester = 1.0 unit; one academic year = 2 units. However, each institution should be prepared to consider a disparity in any given semester or year during the period of this agreement. Any and all imbalances shall be resolved by the end of the period of this agreement. iii) The period of study for an exchange will be for one or two semesters the longest, but the number is limited to one semester over parity in each semester for the duration of the agreement. iv) In principle, the exchange of students will occur on a one for one basis. This number may vary in any given year. Each institution will make every effort to keep the number of students participating balanced. The number of PUJ students each year who are relieved of any payments of tuition and fees to SDSM&T is limited to one over parity. All other PUJ students are welcome to study at SDSM&T but will be required to pay full out-of-state tuition and fees. The selection of which students pay, and which do not will be determined by PUJ.
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Balancing the Exchange. Parity in number of exchange students is the objective of the Agreement. However, each party should be prepared to consider a disparity in any given semester of year during the period of this Agreement. If the number of students exchanged between the institutions is not in balance each semester, a balance should be achieved over the initial five (5) year period of this Exchange Agreement. UT Dallas _____ and _____ agree on the following mutually developed statement of equivalency: One student full-time enrolled for a semester Two students full-time enrolled for = = One student full-time enrolled for a semester. One student full-time enrolled for a semester one academic year (Fall and Spring).
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Balancing the Exchange. Although the number of students exchanged between the institutions each year will not and need not be in balance each semester, it is assumed that the number of exchanges will be approximately the same over a five-year period.
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Balancing the Exchange. Each party agrees to achieve full reciprocity for the student exchange during the period of this agreement. However, if the disparity becomes too great over a five-semester period, the host university may suspend receiving exchange students until balance is restored. In such case, a written notice should be given three months prior to the deadline for exchange applications.
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Balancing the Exchange. It is the objective under this agreement that there will be parity in the number of students exchanged. For the purpose of computing this parity, the exchanges will be weighed as follows: One short-term program (3 wks) = 0.25 units; one summer session (6 wks) = 0.5 units; one summer term (12 wks) = 1.0 unit; one semester = 1.0 unit; one academic year = 2 units; a calendar year = 2.5; However, each institution should be prepared to consider a disparity in any given semester or year during the period of this agreement. Any and all imbalances shall be resolved by the end of the period of this agreement. The period of study for an exchange will be for one or two semesters the longest, but the number is limited to one semester over parity in each semester for the duration of the agreement. In principle, the exchange of students will occur on a one for one basis. This number may vary in any given year. Each institution will make every effort to keep the number of students participating balanced. The number of TU Darmstadt students each year who are relieved of any payments of tuition and fees to SDSM&T is limited to one over parity. All other TU Darmstadt students are welcome to study at SDSM&T, but will be required to pay full out-of-state tuition and fees. The selection of which students pay and which do not will be determined by TU Darmstadt.
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Related to Balancing the Exchange

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

  • The Exchange (a) The Company agrees, promptly upon the satisfaction of the conditions set forth in Section 2 below, to repay the Subordinated Notes by delivering to the Note Holders the following (the “Exchange Consideration”): (i) a number of shares of Preferred Stock having an aggregate liquidation preference equal to $12.8 million (the “Exchange Preferred Shares”); and (ii) a number of shares of Common Stock having a Fair Market Value (as defined below), rounded to the nearest whole number of shares, equal to (x) the outstanding principal amount of the Subordinated Notes on the date of closing of the transactions contemplated by this Agreement (the “Closing Date”), plus (y) all accrued and unpaid interest on the Subordinated Notes on the Closing Date, minus (z) $12.8 million (the “Exchange Common Shares” and, together with the Exchange Preferred Shares, the “Exchange Shares”). (b) The Note Holders agree to accept the Exchange Consideration as full repayment of all amounts outstanding on the Subordinated Notes. Upon the payment of the Exchange Consideration, the Note Holders will ▇▇▇▇ the Subordinated Notes “Paid in Full” and surrender the Subordinated Notes to the Company. Furthermore, upon the payment of the Exchange Consideration, any security interest held by the Note Holders to secure the repayment of the Subordinated Notes will automatically be released, and the Note Holders hereby irrevocably designate the Company as their attorney-in-fact for the purpose of executing and filing any UCC-3 termination statements in connection with such release. (c) Nothing in this Agreement will be deemed to modify or amend the terms of the Subordinated Notes, and, until the Subordinated Notes have been repaid in full in accordance with Section 1(a), the Company will, subject to any applicable subordination provisions, continue to comply with its obligations under the Subordinated Notes in accordance with its terms. Without limiting the generality of the foregoing, subject to any applicable subordination provisions, the Company will continue to pay interest on the Subordinated Notes and will make any mandatory prepayments required to be made under the terms of the Subordinated Notes. (d) The Exchange Consideration to be delivered to the Note Holders will be allocated between the Note Holders in proportion to the respective outstanding principal amounts of the Subordinated Notes held by such Note Holders. At the Closing, the Company will deliver the Exchange Consideration to the Note Holders, free and clear of any liens or security interests. (e) For purposes of this Agreement, the “Fair Market Value” of one share of Common Stock is equal to the volume weighted average price per share of the Common Stock on the NASDAQ Capital Market during the last ten trading days immediately preceding the Effective Date. (f) For the avoidance of doubt, neither of the Note Holders will be entitled to receive any of the Exchange Shares or any beneficial ownership thereof at any time until all of the conditions set forth in Section 2 have been satisfied or waived by the applicable Party. (g) The Exchange Preferred Shares will have rights and preferences substantially similar to the rights and preferences set forth on Exhibit A attached hereto. The Company may, but is not required to, issue additional shares of preferred stock of the same preferred stock series as the Exchange Preferred Shares in one or more public offerings or private placements. In connection with the first such offering for cash of the same series of preferred stock as the Exchange Preferred Shares to occur after the date hereof, the Company will modify (without being required to obtain the consent of the holders of the Exchange Preferred Shares) the provisions of the Exchange Preferred Shares to be appropriate for that type of offering, and the holders of the Exchange Preferred Shares will be entitled to comparable and proportionate rights, together with the subsequent purchasers of such new shares in such offering. There is no assurance that any additional shares of preferred stock (or any Public Preferred Stock, as defined below) will be issued or that a trading market will develop for such shares. Furthermore, there is no assurance that shares of preferred stock issued by the Company in a different series of preferred stock will have rights and preferences similar to the Exchange Preferred Shares. Depending upon market conditions and other factors at the time that any shares of Public Preferred Stock are issued, the rights, designations and preferences of shares of Public Preferred Stock may differ from the rights, designations and preferences of the Exchange Preferred Shares.

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

  • CONDITIONS TO CONSUMMATION OF MERGER 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37

  • Purchase and Sale of the Private Placement Units (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 135,135 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $1,351,350 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 14,865 Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $148,650 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.