Cut-Backs Sample Clauses

Cut-Backs. Notwithstanding the provisions of Section 4(a) hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such Section 4(a) deliver a written opinion to the Holders requesting inclusion of their Registrable Securities stating that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero); provided, however, that if the amount of any kind of Registrable Securities to be offered for the accounts of Holders is reduced in accordance with this Section 4(b), the Company may not include in such offering any securities other than (i) Registrable Securities and (ii) securities, if any, that the Company is offering for sale for its own account in a primary underwritten offering.
Sample 1Sample 2Sample 3See All (4)
Cut-Backs. Notwithstanding the provisions of Section 3(a), if the managing underwriter or underwriters of a proposed underwritten offering as described in Section 3(a) deliver a written opinion to the Holders requesting inclusion of their Registrable Securities, stating that the total amount or kind of securities that they or any other Persons (other than the Company) seek to include in such offering would materially and adversely affect the success of such offering, then, in addition to the number of such securities being included in the offering for the account of the Company, the Company shall be required to include in the offering only that number of additional such securities, including Registrable Securities (collectively, the "Additional Securities"), which the underwriters determine in their sole discretion will not jeopardize the success of the offering, and the Additional Securities so included shall be apportioned pro rata among the selling stockholders and the Holders of Registrable Securities according to the total amount of securities requested to be included therein by each selling stockholder and the Holders or in such other proportions as shall mutually be agreed to by such selling stockholders and the Holders.
Sample 1Sample 2Sample 3See All (4)
Cut-Backs. Notwithstanding the provisions of Section 3(a) hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such Section 3(a) deliver written advice to the Holders requesting inclusion of their Registrable Securities stating that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata based on the number of Registrable Securities then requested to be included by the Holders to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero); provided, however, that if the amount of any kind of Registrable Securities to be offered for the accounts of Holders is reduced in accordance with this Section 3(b), the Company may not include in such offering any securities other than (i) Registrable Securities and (ii) securities, if any, that the Company is offering for sale for its own account in a primary underwritten offering. If Management Securities are proposed to be included in a Registration in which the number of Registrable Securities to be included therein is the subject of a cut-back upon the advice of the managing underwriter or underwriters, then as between the Holders of Management Securities and the Holders of Non-Management Securities, the proration of Registrable Securities shall be made in accordance with this paragraph. The Holders of Non-Management Securities shall be entitled to offer one hundred and twenty-five percent (125%) of the number of Registrable Securities which they would have been entitled to offer but for the provisions of this paragraph, and the number of Management Securities which the Holders thereof shall be entitled to offer shall be reduced pro rata by the number of additional Non-Management Securities included in the offering pursuant to the provisions of this paragraph.
Sample 1
Cut-Backs. Notwithstanding the provisions of SECTION 4(A) hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such SECTION 4(A) advise in writing the Holders requesting inclusion of their Registrable Securities that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of securities, including Registrable Securities, to be offered for the accounts of Holders and of Persons exercising piggyback registration rights pursuant to written agreements with the Company shall be reduced PRO RATA to the extent necessary to reduce the total amount of securities, including Registrable Securities, to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero).
Sample 1
Cut-Backs. (a) If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company in writing that in the underwriter's opinion the number of securities to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf, and second, pro rata on the basis of the number of shares of common Stock owned among the Holders of Warrant Securities and the other Persons selling in such registration. (b) If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriter advises the Company in writing that in the underwriter's opinion the number of securities to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: pro rata on the basis of the number of shares of Common Stock owned among the Holders of Warrant Securities and the other Persons selling in such registration.
Sample 1
Cut-Backs. If the Third Party Purchaser purchases a number of shares of Common Stock that is less than the number of shares set forth in the Transfer Terms or the number of shares that all persons entitled to participate in the Tag-Along Sale propose to include in the Tag-Along Sale, the number of shares to be included in the Tag-Along Sale by the Initial Holders, Cerberus and the other parties entitled to participate in the Tag-Along Sale shall be reduced pro-rata based on the number of shares originally permitted to be included by such parties prior to such reduction. Any Exercised Shares not actually sold by an Initial Holder as a result of the application of the previous sentence shall not be deemed exercised.
Sample 1
Cut-Backs. Notwithstanding anything to the contrary contained in this Section 6.2, in the event of an underwritten offering of securities by Jenkon, if the underwriter shall advise Jenkon in writing that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then Jenkon shall so advise all Holders of Registerable Securities that have requested and are entitled to registration in accordance with the provisions of Section 6.2(c). In such event, the number of shares of Registerable Securities that may be included in the registration and underwriting shall be allocated pro rata among the Holders of Registerable Securities whose shares would have been registered in proportion, as nearly as practicable, to the respective amounts of Registerable Securities held by such Holders at the time of filing of the registration statement. No Registerable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.
Sample 1
Cut-Backs. Notwithstanding the provisions of Section 3(a) --------- hereof, if the managing underwriter or underwriters of a proposed underwritten offering as described in such Section 3(a) deliver written advice to the Holders requesting inclusion of their Registrable Securities stating that the total amount or kind of securities that they and any other Persons seek to include in such offering would materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata based on the number of --- ---- Registrable Securities then owed by the Holders to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to that recommended by such managing underwriter or underwriters (which amount may be zero); provided, however, that if the amount of any kind of -------- ------- Registrable Securities to be offered for the accounts of Holders is reduced in accordance with this Section 3(b), the Company may not include in such offering any securities other than (i) Registrable Securities and (ii) securities, if any, that the Company is offering for sale for its own account in a primary underwritten offering.
Sample 1

Related to Cut-Backs

  • Call Backs 9.1 Call-back occurs when the employee: (i) is called back to work after completing the day’s work or duty, and having left the place of employment; or (ii) is called back before the normal time of starting work and does not continue working until such normal starting time; Call-back is to be paid at the appropriate overtime rate (clauses 8.2.2 (c) and (d)) for a minimum of three hours, or for actual working and travelling time, whichever is the greater, except that call-backs commencing and finishing within the minimum period covered by an earlier call-back shall not be paid for. Where a call-back commences before and continues beyond the end of a minimum period for a previous call-back, payment shall be made as if the employee had worked continuously from the beginning of the previous call-back, to the end of the later call-back.

  • Time Off in Lieu of Overtime Employees who work overtime will not be required to take time off in regular hours to make up for overtime worked. Time off in lieu may be taken on a mutually agreed upon basis between the employee and the Hospital, such time off will be the equivalent of the premium rate the employee has earned for working overtime. The Hospital shall revert to payment of premium rate if time off is not taken within sixty (60) calendar days."

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • User Contributions The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comply with these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non- proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. You represent and warrant that: • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. • All of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • Call Back Pay Employees who are called to report to work on their regular day off or that have been recalled to work after having left the Employer's premises, shall be guaranteed a minimum of two (2) hours of pay plus travel time at the regular rate of pay for actual hours worked or at the applicable overtime rate, whichever is greater. Employees who are currently guaranteed a minimum of pay greater than two (2) hours shall continue to be paid at the greater minimum. Should the employee be paid for at least eight hours, travel time shall not be paid.

  • Redundancy Contributions 25.1 The Employer is, and will remain during the life of this Agreement, a member of the Redundancy Payment Approved Worker Entitlement Fund 1 (“Incolink Number 4 Fund”) of which Redundancy Payment Central Fund Ltd ("Incolink") is trustee or an equivalent approved worker entitlement fund that is administered and/or managed by Incolink (the “Nominated Redundancy Fund”). References in this clause to "Nominated Redundancy Fund" include a reference to another fund for comparable purposes nominated by Incolink for the purposes of this Agreement as a fund which supersedes the Incolink Number 4 Fund. 25.2 All Employees of the Employer will be enrolled by the Employer in the Nominated Redundancy Fund and be entitled to Redundancy benefits in accordance with the terms of the relevant Trust Deed. 25.3 The Employer will pay a minimum of $160 to the Nominated Redundancy Fund on behalf of each Employee on a weekly basis (except where Clause 25.4 applies) in accordance with the trust deed or other governing documents, save that if Incolink nominates any other fund under clause 25.1 the Employer will 25.4 Redundancy contributions on behalf of Employees who have entered in to a part-time/job sharing arrangement under clause 14.2 will be pro-rated. For clarity casual Employees are entitled to the full contribution at clause 25.3 above. 25.5 The liability of the Employer to pay redundancy payments to an Employee under this clause will be met by the making of the contributions on behalf of the Employee required as a member of the Nominated Redundancy Fund, or by another fund nominated by Incolink under clause 25.1.

  • Distribution Upgrades The Connecting Transmission Owner shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment 6 of this Agreement. If the Connecting Transmission Owner and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades. The actual cost of the Distribution Upgrades, including overheads, shall be directly assigned to the Interconnection Customer. The Interconnection Customer shall be responsible for its share of all reasonable expenses, including overheads, associated with owning, operating, maintaining, repairing, and replacing the Distribution Upgrades, as set forth in Attachment 6 to this Agreement.

  • Annual Leave Loading During a period of annual leave an employee will receive a loading of 17.5 per cent calculated on the employee’s normal hourly rate of pay and the daily fares allowance if applicable. The loading will also apply to proportionate leave on lawful termination.

Most Referenced Clauses

Most Referenced Definitions