Hypothetical Scenario Clause Samples

Hypothetical Scenario. Earn-Out Payments are made. • A Guaranteed Minimum Payment is made. Historical EBITDA 134 155 233 206 182 1 EBITDA Annual EBITDA 202 208 214 221 227 Annual five-year average EBITDA 182 196 206 202 205 214 EBITDA difference for Earn-Out Opportunity calculation 14 24 20 23 32 2 Earn-Out Opportunity calculation For 100% share 88.4 157.4 133.1 152.2 211.2 For ▇▇▇▇▇▇▇ Group’s 40.9% share 36.2 64.4 54.4 62.3 86.4 For ▇▇▇▇▇▇▇ Group’s share after US$235m cap 36.2 64.4 54.4 62.3 86.4 Portion of Earn-Out Opportunity used in calculations (%) 20 % 40 % 60 % 80 % 100 % 4 Earn-Out Payment Earn-Out Opportunity used in calculation 7.2 25.7 32.7 49.8 86.4 Total Capital Gain Offset 0.8 1.7 2.5 3.4 4.4 Cumulative prior-year Total Capital Gain Offsets — 0.8 2.5 5.0 8.5 Cumulative prior-year Earn-Out Payments — 6.4 23.3 27.6 41.3 Earn-Out Payment 6.4 16.9 4.4 13.7 32.2 Value of Closing Date Shares 410.0 410.0 Earn-Out Payments 6.4 16.9 4.4 13.7 32.2 73.5 Total Capital Gain Offsets 0.8 1.7 2.5 3.4 4.4 12.9 Total Notional Dividends 10.7 8.7 7.0 4.8 2.9 34.0 Guaranteed Minimum Payment 19.6
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Hypothetical Scenario. In the third Calendar Year following first launch in the GSK Territory, the following Net Sales were achieved by GSK, its Affiliates and Sublicensees: • Net Sales within countries within the GSK Territory where in each country sales of Generic Products exceed [**] percent ([**]%) of the total sales of Product by GSK, its Affiliates and Sublicensees in such country (“Generic Countries”): Q1 [**] Q2 [**] Q3 [**] Q4 [**] • Net Sales within countries within the GSK Territory where there are no Generic Products or sales of Generic Products are less than [**] percent ([**]%) of the total sales of Product by GSK, its Affiliates and Sublicensees in such country (“Non-Generic Countries”): Q1 [**] Q2 [**] Q3 [**] Q4 [**] • Total Net Sales within the GSK Territory: Q1 [**] Q2 [**] Q3 [**] Q4 [**] Royalty calculation: Q1 Total sales in Non-Generic Countries is US$[**]. Royalty rate applicable in those countries during Q1 is therefore [**]%. Royalties payable in Q1 for Non-Generic Countries = [**] Total sales in Generic Countries is US$[**]. As cumulative year to date sales in Non-Generic Countries is less than US$[**], royalty rate applicable in Generic Countries during Q1 is [**]%. Royalties payable in Q1 for Generic Countries = [**] Q2 Cumulative year to date sales in all Non-Generic Countries is US$[**]. Of the US$[**] sales occurring in Q2, US$[**] will attract the [**]% royalty rate and US$[**] will attract the [**]% royalty rate. Royalties payable in Q2 for Non-Generic Countries = [**]. Royalties payable in Generic Countries will payable in same proportions, applied to the sales occurring in Q2, i.e [**] Royalties payable in Q2 for Generic Countries = [**] Q3 Cumulative year to date sales in all Non-Generic Countries is US$[**]. Of the US$[**] sales occurring in Q3, US$[**] will attract the [**]% royalty rate, and US$[**] will attract the [**]% royalty rate. Royalties payable in Q3 for Non-Generic Countries = [**]. Royalties payable in Generic Countries will payable in same proportions, applied to the sales occurring in Q3, i.e [**] Royalties payable in Q3 for Generic Countries = [**] Q4 Cumulative year to date sales in all Non-Generic Countries is US$[**]. Of the US$[**] sales occurring in Q4, all of the US$[**] will attract the [**]% royalty rate. Royalties payable in Q4 for Non-Generic Countries = [**]. Royalties payable in Generic Countries will payable in same proportions, applied to sales occurring in Q4, i.e. [**]% will be payable at [**]%. Royalties paya...
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Hypothetical Scenario. If: • The actual total amount of Discretionary Payer Discounts (as defined in Subparagraph 5.1(b)(i)) in 2013 is [*]
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  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • How Are Distributions from a ▇▇▇▇ ▇▇▇ Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another ▇▇▇▇ ▇▇▇. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your ▇▇▇▇ ▇▇▇ applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your ▇▇▇▇ ▇▇▇ from another individual retirement plan (such as a Traditional IRA or another ▇▇▇▇ ▇▇▇ into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a ▇▇▇▇ ▇▇▇ is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a ▇▇▇▇ ▇▇▇ on your behalf. Previously, the law required that a separate five-year holding period apply to regular ▇▇▇▇ ▇▇▇ contributions and to amounts contributed to a ▇▇▇▇ ▇▇▇ as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular ▇▇▇▇ ▇▇▇ contributions and rollover/ conversion ▇▇▇▇ ▇▇▇ contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion ▇▇▇▇ ▇▇▇ within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a ▇▇▇▇ ▇▇▇ that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a ▇▇▇▇ ▇▇▇ that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-▇▇▇▇ IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your ▇▇▇▇ ▇▇▇ is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a ▇▇▇▇ ▇▇▇. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), ▇▇▇▇ IRAs are considered separately from Traditional IRAs.

  • Award Distribution In the event Lessor accepts Lessee's offer to purchase the Leased Property, or to substitute a new property for the Leased Property, as described in clause (b) of Section 15.4, the entire Award shall belong to Lessee provided no event of default is continuing and Lessor agrees to assign to Lessee all of its rights thereto. In any other event, the entire Award shall belong to and be paid to Lessor, except that, if this Lease is terminated, and subject to the rights of the Facility Mortgagee, Lessee shall be entitled to receive from the Award, if and to the extent such Award specifically includes such items, the following: (a) A sum attributable to the Capital Additions for which Lessee would be entitled to reimbursement at the end of the Term pursuant to the provisions of Section 10.2(c) and the value, if any, of the leasehold interest of Lessee under this Lease; and (b) A sum attributable to Lessee's Personal Property and any reasonable removal and relocation costs included in the Award. If Lessee is required or elects to restore the Facility, Lessor agrees that, subject to the rights of the Facility Mortgagees, its portion of the Award shall be used for such restoration and it shall hold such portion of the Award in trust, for application to the cost of the restoration.

  • 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.

  • Change in Form or Timing of Distributions All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: (a) may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder; (b) must, for benefits distributable under Sections 2.1, 2.2, 2.3, 2.4 and 2.5, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and (c) must take effect not less than twelve (12) months after the election is made.