Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period.
(b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following:
(i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus
(ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus
(iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period.
(c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the com...
Net Settlement. If you elect this alternative, the Company will retain the number of shares with a Fair Market Value equal to the minimum statutory withholding requirements applicable on your RSUs.
Net Settlement. Not Applicable.
Net Settlement. With the written consent of the Company and approval by the Administrator, the payment of the Grantee’s tax withholding obligations may be made via “net settlement”, whereby the Grantee elects to satisfy all applicable tax withholding requirements via issuance from Company to the Grantee an amount of shares consisting of the number of shares vested less shares withheld to cover the tax withholding obligations (“the withheld shares”). In this case, the Company will remit to the appropriate taxing authorities withheld taxes on behalf of the Grantee in an amount equal to the value of the withheld shares. The number of withheld shares will be calculated by valuing the withheld shares based upon the closing price on the applicable vesting date. Net settlement resulting in partial shares will be rounded up. Tax withholding due related to federal and state income taxes will be made at minimum withholding requirements.
Net Settlement. If you elect this alternative, the Company will retain the number of Shares with a Fair Market Value equal to the required withholding Taxes applicable on your Performance Units, provided that such withholding can be no more than the maximum withholding rate applicable to each jurisdiction for which the Company is required to withhold.
Net Settlement. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising (all or a portion of) the Warrant by paying the Exercise Price pursuant to Section 3, the Warrantholder may elect on the Exercise Date to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being exercised) by surrender of this Warrant and the Exercise Notice annexed hereto and stating in the Exercise Notice that the Warrantholder is electing “Net Settlement” with respect to all or any part of the Warrant surrendered, in which event the Company shall promptly issue to such Warrantholder a number of Shares computed using the following formula: Where: X = the number of Shares issuable to the Warrantholder Y = the number of Shares issuable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (as of the Exercise Date) A = the Fair Market Value of one share of the Common Stock (as of the Exercise Date) B = the Exercise Price (as of the Exercise Date) For the avoidance of doubt, if the Warrantholder elects “Net Settlement”, the provisions of Section 16 apply. All calculations under this Section 4 shall be made as if shares of Common Stock are issuable.
Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1 shall be delivered by the Ceding Company to the Reinsurer no later than following the end of such Monthly Accounting Period. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within of its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company or, at the Ceding Company’s option, to the Designated Administrative Account pursuant to Section 4.3, within after its receipt of the Monthly Settlement Statement for such period;
Net Settlement. The Exercisor may, at its sole discretion, exercise an Option by way of “net settlement” as provided in Section 12.1(d) of the Plan. In order to exercise an Option by way of “net settlement,” the Exercisor must provide written notice to the Company and designate the number of Options subject to the “net settlement” election. The Exercisor shall surrender the Option in exchange for a consideration equal to the excess of (i) the Fair Market Value of the specified number of Option Shares as of the date of exercise (which shall be determined by multiplying the number of Option Shares subject to the Option being exercised by the Fair Market Value of one share of Common Stock on the date of exercise) over (ii) an amount equal to the Purchase Price multiplied by the number of Option Shares subject to the Option being exercised (such excess, the “Option Value”). The Option Value (if a positive value) shall be paid in shares of Common Stock. The number of shares of Common Stock to be issued is equal to the Option Value divided by the Fair Market Value of one share of Common Stock on the date of exercise. Fractional shares will be paid in cash. Each exercised Option will be cancelled. If the Exercisor elects to exercise an Option by way of “net settlement,” subject to the requirements of the Income Tax Act (Canada) (the “Act”), and if the Employee is subject to taxation in Canada, the Company hereby agrees that it will elect under Subsection 110(1.1) of the Act, in the prescribed manner, that neither the Company, nor any person not dealing at arm’s length with the Company, will deduct any amount in computing its income for a taxation year in respect of any amount to or for the benefit of Employee for the surrender of rights under this Agreement.
Net Settlement. Notwithstanding any provision of the Severance Plan to the contrary, if any Time-Vesting Equity Awards (as defined in the Severance Plan) for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan (including upon the Separation Date) constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, because Executive is retirement eligible under the terms of the agreements governing such Time-Vesting Equity Awards, then the restricted stock units subject to such Time-Vesting Equity Awards shall be vested as of the Separation Date, but the Shares underlying such restricted stock units shall be delivered to Executive on the date(s) the restricted stock units subject to such Time-Vesting Equity Awards would have otherwise vested, as provided in the grant notice attached to the award agreement pursuant to which the applicable Time-Vesting Equity Awards were granted and not in accordance with the rules governing such delivery that are set forth in clause (A) of Section 5.1(h)(i) of the Severance Plan; provided, that, for the avoidance of doubt, the Shares underlying the restricted stock units subject to the Time-Vesting Equity Award granted to Executive as of March 3, 2020 for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan shall be delivered to Executive on the dates set forth in Section 5.1(h) of the Severance Plan. In addition, Shares underlying the restricted stock units subject to the time-vesting Special Award Agreement for which vesting is accelerated to the Separation Date shall be delivered to Executive on December 1, 2023. The Company hereby acknowledges and agrees that any and all applicable federal, state and local income, employment, payroll and other withholding and tax obligations related to the Equity Awards (including the restricted stock units subject to the Special Award Agreements) (beyond those which have already been fulfilled) shall be satisfied by using a net settlement mechanism whereby the Company will withhold a number of Shares that would otherwise be issued to Executive as permitted under the terms of the applicable equity-based plans. Subject to its legal and regulatory obligations, the Company will reasonably cooperate with Executive regarding any tax issues, including (i) seeking a refund or offset for the Company’s prior withholding of taxes pre-paid on unvested restricted stock units subject to Equity Awards (including the ...
