Less 3. 5% of the reinsurance premium earned during the first two Agreement Years and 3.0% of the reinsurance premium earned during each subsequent Agreement Year, subject to a minimum of $500,000 for each Agreement Year or portion thereof;
Less 3 Sample Clauses
Related to Less 3
MINIMUM ORDER QUANTITY The State makes no commitment to purchase any minimum or maximum quantity, or dollar volume of products from the selected suppliers. Utilization of this agreement will be on an as needed basis by State Agencies and/or Cooperative Participants, Cities, Counties, Schools K-12, Colleges and Universities. The State will award to multiple suppliers; however, the State reserves the right to purchase like and similar products from other suppliers as necessary to meet operational requirements.
Compressed Work Week The Company and Union recognize the concept of the compressed work week. It is further understood that the compressed work week conditions will apply only to those departments that are on the compressed work week.
Long-Form Registrations The Requisite Holders shall be entitled to request, and the Company shall be obligated to effect, (i) one Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.
Contract Renewal State may renew this Contract under its then-existing terms and conditions (subject to potential cost adjustments described below in section 2) in one (1)-year intervals, or any interval that is advantageous to State. This Contract, including any renewals, may not exceed a total of seven (7) years.
Short-Form Registrations (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”).
Short Form Lease This Lease shall not be recorded, but the parties agree, at the request of either of them, to execute a Short Form Lease for recording, containing the names of the parties, the legal description and the term of the Lease.
Maximum Number of Demand Registrations The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.2.
LEASE RENEWAL (a) Subject to the notice requirements set forth in Section 13(a), at the end of the Basic Lease Term, provided that no Default or Event of Default shall have occurred and be continuing, no Event of Loss or Deemed Loss Event shall have occurred in respect of which the Lessor has demanded payment under Section 9(c) or 9(d), as the case may be, or in response to which a Special Transfer has been effected, and all Notes shall have been paid in full, the Lessee shall have the option to renew the term of this Facility Lease for a single period of a number of years (not less than two) selected by the Lessee (such renewal period or such shorter period as shall extend to the expiration of the Facility Lease being herein referred to as the “Fixed Rate Renewal Term”); provided, however, that the Lessee, at the time of the exercise of its renewal option as provided in this subsection (a), shall have furnished an appraisal of an independant appraiser as to the useful life of Unit 1, which appraiser and appraisal shall be reasonably satisfactory to the Lessor, and which appraisal shall indicate that at the end of the proposed Fixed Rate Renewal Term the residual value of the Undivided Interest will be equal to at least 20% of Facility Cost for the Undivided Interest (without taking into account inflation or deflation that has occurred or will have occurred from the Closing Date to the end of the proposed Fixed Rate Renewal Term), and that the proposed Fixed Rate Renewal Term does not extend the Lease Term beyond 80% of the economic useful life of Unit 1 as established by such appraisal. (b) Subject to the notice requirements set forth in Section 13(a), at the end of the Basic Lease Term or any Renewal Term, provided that no Default or Event of Default shall have occurred and be continuing, no Event of Loss or Deemed Loss Event shall have occurred in respect of which the Lessor has demanded payment under Section 9(c) or 9(d), as the case may be, or in response to which a Special Transfer has been effected, and all the Notes have been paid in full, the Lessee shall have the option to renew the term of this Facility Lease for one or more periods of three years or such shorter period as shall extend to the expiration of the License (each such renewal period being herein referred to as a “Fair Market Renewal Term”).
Registration Statement Renewal Deadline If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
Scheduled Downtime For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by us but which will not occur between the hours of 9:00 AM and 5:00 PM Eastern Time, Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to the Environment. We will use our best efforts to provide you with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.
