Contributions by the Company. The Company agrees to pay the Contribution in pounds Sterling to the University on receipt of University invoices received prior to the Payment Dates. The Contribution will be exclusive of any value added tax [and free of withholding] or other taxes which, if applicable, will be payable in addition by the Company. The Company will pay the additional travel and subsistence costs incurred as a direct result of the Student carrying out the Project, together with the reasonable costs of the Student and the Academic Supervisor in attending meetings. The University will own any equipment purchased or constructed using the Contribution. The University shall acknowledge the financial contribution of the Company towards any such equipment in such reasonable way as may be mutually agreed between the Company and the University. If any amount due under this Agreement by the Company is not paid in accordance with this Clause 2 the Company shall pay interest on the amount outstanding as at the due date of payment from the due date of payment until payment is made in full at the rate of 4 per centum per annum above the base lending rate of the Royal Bank of Scotland plc from time to time. Such interest shall accrue on a daily basis and be compounded quarterly. The Company will provide the in kind contributions to the University as specified in Part 2B of the Schedule.
Contributions by the Company. After all of the Members have made their initial Capital Contributions to the Company under Section 3.1.2, the Manager shall cause the Company to make a Contribution to an eligible charity in an amount equal to the initial Capital Contributions of the Members within 60 days following the Company's receipt of an approval letter from the Commonwealth of Pennsylvania that authorizes the Company to participate in the EITC and/or the OSTC tax credit programs, as applicable. After all of the Members have made their second Capital Contributions to the Company under Section 3.1.3, the Manager shall cause the Company to make a second and final Contribution to an eligible charity in an amount equal to the second Capital Contributions of the Members.
Contributions by the Company. (a) The Trustee shall receive from the Company such amounts in cash or other property reasonably acceptable to the Trustee as the Company may from time to time determine. The Trustee shall be under no obligation to seek collection of any contribution from the Company. All responsibility for the determination of the amount, timing and type of payments made to the Trustee, or otherwise establishing a funding policy consistent with the objectives of the applicable Plan shall be on the Company or its designee.
(b) In addition to contributions made to the Trust pursuant to Section 3.2(a), the Company may from time to time deliver to the Trustee such other amounts as the Company may consider necessary or appropriate to provide for the payment of expenses of the Trust.
Contributions by the Company. A. Upon a Potential Change in Control (as hereinafter defined) of the Company, the Company shall transfer to the Trustee that sum of money which is sufficient to purchase from an insurance company (the "Insurance Company") with a rating of B or better in Best's annuities which will provide the benefits in the amounts and at the times due to all Trust Beneficiaries of the Plan. For purposes of determining the purchase price of such annuity policies, the retirement date for the Directors who are Trust Beneficiaries shall be presumed to be the date upon which the Potential Change in Control occurred.
B. A Potential Change in Control occurs when the Company (1) has entered into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Company; (2) any person or entity has publicly announced an intention to take or consider taking actions which if consummated would constitute a Change in Control of the Company; (3) any person or entity, excluding persons or entities who on the date hereof have such "beneficial ownership", has become the "beneficial owner" (as determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company's then outstanding securities; or (4) the Board of Directors of the Company has adopted a resolution to the effect that such a Potential Change in Control of the Company has occurred.
C. A Change in Control is that change in control of the Company which is of a nature which would be required to be reported to the Securities and Exchange Commission pursuant to Schedule 14A of Regulation 14A or any successor provision (whether or not the Company is then subject to such reporting requirements). A Change in Control will be deemed to have occurred if any person other than persons or entities who on the date hereof have such "beneficial ownership", is or becomes the "beneficial owner" (as determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) of 25% or more of the combined voting power of the outstanding securities of the Company, or if during any two consecutive year periods, the directors at the beginning of such periods cease for any reason during the two-year period to constitute a majority of the Board of Directors of the Company.
D. If a Change in Control occurs, the Trustee shall purchase an annuity contract with respect to...
Contributions by the Company. After all of the Members have made their initial Capital Contributions to the Company under Section 3.1.2, the Manager shall cause the Company to make a Contribution to Eligible Organizations as directed by the Members in an amount equal to the initial Capital Contributions of the Members within 60 days following the Company’s receipt of an approval letter from the Commonwealth of Pennsylvania that authorizes the Company to participate in the Educational Improvement Tax Credit Program and/or the Opportunity Scholarship Tax Credit Program, as applicable. After all of the Members have made their second Capital Contributions to the Company under Section 3.1.3, the Manager shall cause the Company to make a second and final Contribution to Eligible Organizations in an amount equal to the second Capital Contributions of the Members.
Contributions by the Company. The Company shall make a contribution to the Fund up to five cents (5¢), per Appendix E, B.(a)(i), multiplied by the total number of straight time hours worked by each employee during the preceding month, or such lesser amount as will bring the Net Worth of the Fund up to the maximum Funding Position as provided in Section 2 b). The Company shall not be required to make any contribution to the Fund with respect to any month for which the Financial Position equals or exceeds 100%.
Contributions by the Company. (a) Beginning on August 18, 2023 (the “Contribution Start Date”), and on the corresponding date of each calendar month after the Contribution Start Date (each such date, including the Contribution Start Date, a “Contribution Date”) until the earlier of (i) the date as of which the Company has made six (6) monthly contribution payments pursuant to this Section 8.09(a) and (ii) Acquiror’s delivery of written notice to the Company that Acquiror has determined not to consummate the Transactions, the Company shall pay or cause to be paid to Acquiror, by wire transfer of immediately available funds, an amount in cash (each such amount, a “Contribution Amount”) equal to the product of (x) the total number of shares of Acquiror Stock outstanding as of immediately prior to the applicable Contribution Date, taking into account all redemptions of Acquiror Stock occurring prior to such Contribution Date, multiplied by (y) $0.015.
(b) Subject to the performance by the Company of its obligations under Section 8.09(a), if the Closing occurs, then immediately following the Closing, Acquiror shall issue or cause to be issued to the Company Stockholders, pro rata in accordance with the number of shares of Company Stock held by each such Company Stockholder, an aggregate number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) the aggregate amount of all Contribution Amounts paid by the Company to Acquiror pursuant to Section 8.09(a), by (ii) $10.00.
(c) If the Company fails to pay to Acquiror any Contribution Amounts in accordance with Section 8.09(a), then Acquiror shall be entitled, in its sole discretion, to either (i) terminate this Agreement pursuant to Section 10.01(f) of this Agreement, or (ii) direct the Sponsor to pay to Acquiror the Contribution Amounts required to be paid by the Company pursuant to Section 8.09(a).
(d) If Acquiror elects to direct the Sponsor to pay the Contribution Amounts pursuant to clause (ii) of Section 8.09(c), then (i) if the Closing occurs, Acquiror shall issue to the Sponsor at the Closing a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (x) the product of (A) all Contribution Amounts required to be paid by the Company pursuant to Section 8.09(a) (regardless of whether such amounts are actually paid by the Company), multiplied by (B) two (2), by (y) $10.00, and (ii) if the Closing does not occur and this Agreement is terminated (other than by Acquiror pursuant to Secti...
Contributions by the Company. (a) The Company will deliver contributions hereunder to the Trustee at such times, and in such amounts, as the Company may determine to be appropriate to enable the Trust to accumulate assets sufficient to pay all, or any part, as determined by the Company, of the benefits payable under the Plans. At the time of that delivery, the Company will notify the Trustee of the amount of each contribution attributable to the Company and to each Affiliate.
(b) Upon the occurrence of a Potential Change in Control, the Company, if it so chooses, will deliver to the Trustee cash and/or marketable securities having a fair market value in an amount equal to the sum of the amounts, determined by an actuary selected by the Company, which will be sufficient to fund fully the Company’s and its Affiliates’ obligations to pay to the Participants the full amount of all Benefits to which they may become entitled pursuant to the Plans. The actuarial basis employed by such actuary shall include the following assumptions: no interest will be earned on plan assets; salaries will increase at the rate of 10% per annum; there will be no changes in any of the plans; any dollar limitations imposed on the underlying qualified plans will remain constant; and, an employee will be assumed to terminate employment at such time as to maximize his benefits under the Plans but not later than age 65. Any such contribution shall be identified to the Trustee, by the Company, as a Section 4.01(b) contribution.
(c) In addition to contributions made to the Trust pursuant to Sections 4.01(a) and 4.01(b), the Company shall deliver to the Trustee any amounts which the Trustee is required to pay pursuant to Section 6.02.
(d) The Trustee shall be responsible only for contributions actually received by it hereunder. The Trustee shall have no duty or authority to ascertain whether any contributions should be made to it or to bring any action or proceeding to enforce any obligation to make any such contribution.
(e) In the event that the Trust is overfunded; any amount of such assets constituting the overfunding shall:
(1) first, be transferred to the Xxxxxxxxx Technology Corporation Non-Qualified Benefits Trust for Directors (“the Directors’ Trust”) until the Directors’ Trust becomes overfunded; and
(2) second, returned to the Company.
(f) For the purposes of Section 4.01(e), above, the Trust is “overfunded” when the amount of assets held in the Trust Fund exceed 110% of the present value of all the unpaid ac...
Contributions by the Company. (a) The Trustee shall receive from the Company such amounts in cash or other property acceptable to the Trustee as the Company may from time to time determine. The Trustee shall be under no obligation to collect any such contribution. All responsibility for the determination of the amount, timing and type of payments made to the Trustee, or otherwise establishing a funding policy consistent with the objectives of the Plan shall -9- 11 be on the Company or its designee. The Company will certify to the Trustee in writing with respect to each such contribution the amount of the contribution being made with respect to each Participant's Account and the Trustee shall allocate the contribution among such Accounts accordingly.
(b) In addition to contributions made to the Trust pursuant to Section 3.2(a), the Company may from time to time deliver to the Trustee such other amounts as may be considered necessary or appropriate to provide for the payment of expenses of the Trust.
Contributions by the Company. 3.1 The Company agrees to make payments to the University of Exeter on the dates and in the amounts specified in Schedule A. VAT, if applicable, shall be paid in addition to such sums.
3.2 In addition the Company will provide materials or make available facilities to the Universities as described in the Schedule or as agreed between the Company's officers and the Supervisors.
3.3 The Company will pay the reasonable expenses of the Supervisors and/or Student in visiting the Company's premises or in other activities reasonably necessary to continue the Project. Where practicable the Company will be consulted prior to expenditure.
3.4 The Company will provide information on its size and status and other general details as appropriate so as to allow University of Exeter to fulfil its obligations to Great Western Research relating to eligibility checks, reporting and audit.
