Exceedance of Cumulative Yearly Cap Limitation Sample Clauses

Exceedance of Cumulative Yearly Cap Limitation. (A) Notwithstanding anything to the contrary in this Section 1.01 and subject to the specific treatment of the Initial Post-Closing Reserves described below in Section 1.01(b)(iv)(B), if at any time in which Seller is to receive stock, Xxxxxx, his Immediate Family (as defined below) and any entity in which Xxxxxx or members of his Immediate Family holds at least five percent of its voting securities, hold securities (other than shares issued as "Additional Compensation" pursuant to Section 3 and Schedule A of that certain Employment Agreement of even date herewith by and between Xxxxxx and Buyer) of the Buyer which, when added to the stock that is due, would meet or exceed an applicable Cumulative Yearly Cap, then in lieu of that portion of such stock which would exceed the applicable Cumulative Yearly Cap, Seller shall be entitled to receive cash in immediately available funds representing all or that portion of such stock that would exceed such applicable Cumulative Yearly Cap multiplied by the quotient of the applicable (X) Yearly Valuation and (Y) Fully Diluted Capital Stock referenced in Section 1.01(b)(ii) as appropriate for such stock. Such payment shall be due within seven (7) days from the end of the quarterly period for which the payment obligation accrues. (B) If Buyer's issuance of stock to Seller pursuant to Section 1.01(b)(ii)(B) would exceed the 2005 Cap, then the cash equivalent representing that portion of such stock that would exceed the 2005 Cap (applying the calculation described in Section 1.01(b)(iv)(A)) that is attributable solely to the Initial Post-Closing Reserves (the "Excess Reserves") shall be added to Net Income as if such Excess Reserves were released on October 2, 2005; provided, that any portion of Initial Post-Closing Reserves that are converted into stock at the 2005 Valuation pursuant to Section 1.01(b)(ii)(B) shall never be reflected in Net Income.
Sample 1
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Related to Exceedance of Cumulative Yearly Cap Limitation

  • Minimum Interest Coverage Ratio The Borrowers shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 3.50 to 1.00.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • Maximum Permissible Amount Except in the case of a rollover contribution (as permitted by Code Sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3), and 457(e)(16)) or a contribution made in accordance with the terms of a simplified employee pension (SEP) plan as described in Code Section 408(k), no contributions will be accepted unless they are in cash, and the total of such contributions shall not exceed the lesser of 100 percent of the Traditional IRA Owner’s Compensation, or $5,000 for any taxable year beginning in 2008 and years thereafter. After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 219(b)(5)(D). Such adjustments will be in multiples of $500. If the Traditional IRA Owner makes regular contributions to both Traditional and Xxxx IRAs for a taxable year, the maximum regular contribution that can be made to all the Traditional IRA Owner’s Traditional IRAs for that taxable year is reduced by the regular contributions made to the Traditional IRA Owner’s Xxxx IRAs for the taxable year.

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • Maximum or Minimum Interest Rate If specified on the face hereof, this Note may have either or both of a Maximum Interest Rate or a Minimum Interest Rate. If a Maximum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the event that the interest rate on any Interest Reset Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If a Minimum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever be less than such Minimum Interest Rate and in the event that the interest rate on any Interest Reset Date would be less than such Minimum Interest Rate (as if no Minimum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the contrary contained herein, the interest rate on a Floating Rate Note shall not exceed the maximum interest rate permitted by applicable law.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Minimum Excess Availability Borrower shall have Excess Availability under the Revolving Credit Loans facility of not less than the amount specified in the Schedule, after giving effect to the initial advance hereunder and after giving effect to any applicable Loan Reserves against borrowing availability under the Revolving Credit Loans.

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