NO EXCESS Sample Clauses

NO EXCESS. If neither of Subsections (a) or (b) above is applicable, all Cash Election Shares will be converted into the right to receive the Cash Distribution, all Stock Election Shares will be converted into the right to receive the Stock Distribution, and the Non-Election Shares will be converted into the right to receive the Cash Distribution and/or the Stock Distribution as follows: (1) Non-Election Shares shall first be converted to a right to receive the Cash Distribution until the aggregate of the Non-Election Shares and Cash Election Shares equals the Calculated Cash Election Number. (2) Any excess Non-Election Shares shall then be converted to a right to receive the Stock Distribution. (3) All allocations pursuant to this Subsection (c) shall be made on a pro rata basis, if applicable.
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NO EXCESS. If neither of Subsections (1) or (2) above is applicable, all Cash Election Shares shall be converted into the right to receive the Cash Distribution, all Stock Election Shares shall be converted into the right to receive the Stock Distribution, and the Non-Election Shares shall be converted into the right to receive the Cash Distribution and/or the Stock Distribution as follows: (a) If sum of the number of Non-Election Shares plus the number of Cash Election Shares (the "Aggregate Number") equals or exceeds the Maximum Cash Election Number, then (1) the number of Non-Election Shares to be converted into the right to receive the Stock Distribution shall be equal to the Aggregate Number minus the Maximum Cash Election Number, (2) the remaining Non-Election Shares shall be converted into the right to receive the Cash Distribution, and (3) the Exchange Agent shall allocate the Merger Consideration payable to each holder of a Non-Election Share in a manner that minimizes the creation of fractional shares of InterWest Common Stock. (b) If the Aggregate Number is less than the Maximum Cash Election Number, then (1) all Non-Election Shares shall be converted into the right to receive the Cash Distribution, and (2) the Exchange Agent will reallocate the Merger Consideration payable to each holder of Stock Election Shares pro rata (based upon the number of Stock Election Shares owned by such holder, as compared with the total number of Stock Election Shares owned by all holders) such that the holders of Stock Election Shares will receive, as Stock Distributions, a number of shares of InterWest Common Stock equal to the Maximum Stock Election Number, and will receive the remainder of the Merger Consideration due to them as Cash Distributions.
Sample 1
NO EXCESS. If you choose to pay the full excess waiver fee then you do not have to pay the excess contribution under clause 34
Sample 1
NO EXCESS. 6 months protection costs £100.00 + VAT = £120.00 12 months protections costs £160.00 + VAT = £192.00
Sample 1
NO EXCESS. If neither of Sections 2.3(e)(i) or 2.3(e)(ii) above is applicable, all Cash Election Shares will be converted into the right to receive the Cash Component, all Stock Election Shares will be converted into the right to receive the Merger Shares, and the Non-Election Shares will be converted into the right to receive the Cash Component and/or the Merger Shares as follows: (A) Non-Election Shares shall first be converted to a right to receive a portion of the Cash Component until the aggregate of the Non-Election Shares and Cash Election Shares equals the total Cash Component. (B) Any excess Non-Election Shares shall then be converted to a right to receive the Merger Shares. (C) All allocations pursuant to this Section 2.3(e)(iii) shall be made on a pro rata basis, if applicable.
Sample 1
NO EXCESS. If neither clauses (i) or (ii) above is applicable, all Cash Election Shares will be converted into the right to receive the Cash Distribution, all Stock Election Shares will be converted into the right to receive the Stock Distribution, and the Non-Election Shares will be converted into the right to receive the Cash Distribution and/or the Stock Distribution as follows: (A) Non-Election Shares shall first be converted to a right to receive the Cash Distribution until the aggregate of the Non-Election Shares, when aggregated with the Cash Election Shares, Cash Election Designated ESOP Shares and Dissenting Shares, equals the Calculated Cash Election Number; and (B) Any excess Non-Election Shares shall then be converted to a right to receive the Stock Distribution. (C) All allocations pursuant to this clause (iii) shall be made on a pro rata basis, if applicable.
Sample 1

Related to NO EXCESS

  • No Exception The Custodian has not noted any material exceptions on a Custodial Mortgage Loan Schedule with respect to the Mortgage Loan which would materially adversely affect the Mortgage Loan or Buyer’s interest in the Mortgage Loan.

  • No exceptions Employees who are Participants in the Plan as of the Effective Date.

  • No Excess Parachute Payments Any amount that could be received (whether in cash or property or the vesting of property) as a result of the transactions contemplated by this Agreement by any employee, officer or director of EVI or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1-280G-1) under any employment, severance or termination agreement, other compensation arrangement or EVI Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).

  • Longer/Shorter Length of Coverage If none of the above rules determine the order of benefits, the benefits of the plan that covered a member or subscriber longer are determined before those of the plan that covered that person for the shorter term.

  • Excess the amount of the excess as applicable and stated in the schedule.

  • No Condemnation There is no proceeding pending or to the best of the Company's knowledge threatened for the total or partial condemnation of the related Mortgaged Property;

  • No Export Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

  • No Expropriation No property or asset of the Company (including any Property or Mineral Rights) has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, is there any intent or proposal to give any such notice or to commence any such proceeding.

  • Deductible An annual deductible of fifty dollars ($50) per person and one hundred fifty dollars ($150) per family applies to State Dental Plan non-preventive services received from in-network providers. An annual deductible of one hundred twenty-five dollars ($125) per person applies to State Dental Plan services received from out of network providers. The deductible must be satisfied before coverage begins.

  • Amount The required additional Security shall be in an amount equal to the amount necessary to gross up fully for currently applicable federal and state income taxes the estimated Costs of Local Upgrades and Network Upgrades for which Interconnection Customer previously provided Security. Accordingly, the additional Security shall equal the amount necessary to increase the total Security provided to the amount that would be sufficient to permit the Interconnected Transmission Owner to receive and retain, after the payment of all applicable income taxes (“Current Taxes”) and taking into account the present value of future tax deductions for depreciation that would be available as a result of the anticipated payments or property transfers (the “Present Value Depreciation Amount”), an amount equal to the estimated Costs of Local Upgrades and Network Upgrades for which Interconnection Customer is responsible under the Interconnection Service Agreement. For this purpose, Current Taxes shall be computed based on the composite federal and state income tax rates applicable to the Interconnected Transmission Owner at the time the additional Security is received, determined using the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting the Interconnected Transmission Owner’s anticipated tax depreciation deductions associated with such payments or property transfers by its current weighted average cost of capital.

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