Basis of Cash Call Notice Sample Clauses

Basis of Cash Call Notice. An Operator’s Cash Call Notice must specify: (a) the total sum required by the Operator to fund the Joint Venture Expenditures anticipated by the Operator under the Approved Program and Budget for the next quarter of the then current Financial Year showing separately estimates concerning (as applicable) Expenditures for Exploration, Development (including capital costs), and Mining Operations; and (b) each Participant’s proportion (determined in proportion to Participating Interests) of the total sum set out in Section 10.5(a) to be paid by the Participant, (i) less the amount of any overpayment by that Participant in respect of the previous quarter (being where the Cash Call Notice for the previous quarter was in excess of the actual Joint Venture Expenditure incurred by the Operator for that previous quarter) and the amount of all interest (in proportion to that Participant’s Participating Interest) received on the Joint Venture Account; (ii) plus the amount of any underpayment by that Participant in respect of the previous quarter (being where the Cash Call Notice for the previous quarter was less than the actual Expenditures incurred by the Operator for that previous quarter. Despite the foregoing, in making a determination under Section 10.5(b) for a Defaulting Participant, all interest on the Joint Venture Account referred to in Section 10.5(b) accruing after the date on which that Defaulting Participant became a Defaulting Participant must be ignored and the proportions otherwise determined for the Non-defaulting Participant must be adjusted accordingly.
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Related to Basis of Cash Call Notice

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  • Borrowing/Election Notice The Borrower shall give the Administrative Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date (which shall be a Business Day) of such conversion or continuation; (ii) the amount and Type of the Loan to be converted or continued; and (iii) the amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or continued, and the duration of the Interest Period applicable thereto.

  • Recall Notice Notice of Recall or available position may be made in person or by U.S. Mail, return receipt requested. It is the responsibility of each laid off employee notify the Sheriff of his/her current address.

  • Manner and Basis of Converting Shares (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (A) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

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  • Basis of Compensation The Owner shall compensate the Architect/Engineer for the services provided in accordance with Article 7. Payments to the Architect/Engineer shall be as follows:

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