Share Termination Delivery Unit One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. Failure to Deliver: Applicable
Maximum Share Delivery (i) Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions, in no event will Company at any time be required to deliver a number of Shares greater than two times the Number of Shares (the “Maximum Number of Shares”) to Dealer in connection with the Transaction.
(ii) In the event Company shall not have delivered to Dealer the full number of Shares or Restricted Shares otherwise deliverable by Company to Dealer pursuant to the terms of the Transaction because Company has insufficient authorized but unissued Shares (such deficit, the “Deficit Shares”), Company shall be continually obligated to deliver, from time to time, Shares or Restricted Shares, as the case may be, to Dealer until the full number of Deficit Shares have been delivered pursuant to this Section 9(p)(ii), when, and to the extent that, (A) Shares are repurchased, acquired or otherwise received by Company or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (B) authorized and unissued Shares previously reserved for issuance in respect of other transactions become no longer so reserved or (C) Company additionally authorizes any unissued Shares that are not reserved for other transactions; provided that in no event shall Company deliver any Shares or Restricted Shares to Dealer pursuant to this Section 9(p)(ii) to the extent that such delivery would cause the aggregate number of Shares and Restricted Shares delivered to Dealer to exceed the Maximum Number of Shares. Company shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares or Restricted Shares, as the case may be, to be delivered) and promptly deliver such Shares or Restricted Shares, as the case may be, thereafter.
(iii) Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, the Maximum Number of Shares shall not be adjusted on account of any event that (x) constitutes a Potential Adjustment Event solely on account of Section 11.2(e)(vii) of the Equity Definitions and (y) is not an event within Company’s control.
ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:
Increment Date for Salary Grid Placement Upon achieving one (1) year of experience, an increment shall be awarded on the first of the month following the month in which the experience accumulation is earned.
Documents Required to be Delivered on each Issuance Notice Date The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).
Effectiveness and Events Requiring Notice to the Representatives The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
Extended Local Calling Scope Arrangement An arrangement that provides a Customer a local calling scope (Extended Area Service, “EAS”), outside of the Customer’s basic exchange serving area.
Unbundled Loop Modifications (Line Conditioning 2.5.1 Line Conditioning is defined as routine network modification that BellSouth regularly undertakes to provide xDSL services to its own customers. This may include the removal of any device, from a copper Loop or copper Subloop that may diminish the capability of the Loop or Subloop to deliver high-speed switched wireline telecommunications capability, including xDSL service. Such devices include, load coils, excessive bridged taps, low pass filters, and range extenders. Excessive bridged taps are bridged taps that serves no network design purpose and that are beyond the limits set according to industry standards and/or the BellSouth’s TR 73600 Unbundled Local Loop Technical Specification.
2.5.2 BellSouth will remove load coils only on copper Loops and Subloops that are less than eighteen thousand (18,000) feet in length.
2.5.3 For any copper loop being ordered by NewPhone which has over six thousand (6,000) feet of combined bridged tap will be modified, upon request from NewPhone, so that the loop will have a maximum of six thousand (6,000) feet of bridged tap. This modification will be performed at no additional charge to NewPhone. Loop conditioning orders that require the removal of bridged tap that serves no network design purpose on a copper Loop that will result in a combined total of bridged tap between two thousand five hundred (2,500) and six thousand (6,000) feet will be performed at the rates set forth in Exhibit A.
2.5.4 NewPhone may request removal of any unnecessary and non-excessive bridged tap (bridged tap between zero (0) and two thousand five hundred (2,500) feet which serves no network design purpose), at rates pursuant to BellSouth’s SC Process as mutually agreed to by the Parties.
2.5.5 Rates for ULM are as set forth in Exhibit A.
2.5.6 BellSouth will not modify a Loop in such a way that it no longer meets the technical parameters of the original Loop type (e.g., voice grade, ADSL, etc.) being ordered.
2.5.7 If NewPhone requests ULM on a reserved facility for a new Loop order, BellSouth may perform a pair change and provision a different Loop facility in lieu of the reserved facility with ULM if feasible. The Loop provisioned will meet or exceed specifications of the requested Loop facility as modified. NewPhone will not be charged for ULM if a different Loop is provisioned. For Loops that require a DLR or its equivalent, BellSouth will provide LMU detail of the Loop provisioned.
2.5.8 NewPhone shall request Loop make up information pursuant to this Attachment prior to submitting a service inquiry and/or a LSR for the Loop type that NewPhone desires BellSouth to condition.
2.5.9 When requesting ULM for a Loop that BellSouth has previously provisioned for NewPhone, NewPhone will submit a SI to BellSouth. If a spare Loop facility that meets the Loop modification specifications requested by NewPhone is available at the location for which the ULM was requested, NewPhone will have the option to change the Loop facility to the qualifying spare facility rather than to provide ULM. In the event that BellSouth changes the Loop facility in lieu of providing ULM, NewPhone will not be charged for ULM but will only be charged the service order charges for submitting an order.
Goals and Objectives of the Agreement Agreement Goals The goals of this Agreement are to: ● Reduce wildfire risk related to the tree mortality crisis; ● Provide a financial model for funding and scaling proactive forestry management and wildfire remediation; ● Produce renewable bioenergy to spur uptake of tariffs in support of Senate Bill 1122 Bio Market Agreement Tariff (BioMat) for renewable bioenergy projects, and to meet California’s other statutory energy goals; ● Create clean energy jobs throughout the state; ● Reduce energy costs by generating cheap net-metered energy; ● Accelerate the deployment of distributed biomass gasification in California; and ● Mitigate climate change through the avoidance of conventional energy generation and the sequestration of fixed carbon from biomass waste. Ratepayer Benefits:2 This Agreement will result in the ratepayer benefits of greater electricity reliability, lower costs, and increased safety by creating a strong market demand for forestry biomass waste and generating cheap energy. This demand will increase safety by creating an economic driver to support forest thinning, thus reducing the risk of catastrophic wildfire and the associated damage to investor-owned utility (IOU) infrastructure, such as transmission lines and remote substations. Preventing this damage to or destruction of ratepayer-supported infrastructure lowers costs for ratepayers. Additionally, the ability of IOUs to use a higher- capacity Powertainer provides a much larger offset against the yearly billion-dollar vegetation management costs borne by IOUs (and hence by ratepayers). The PT+’s significant increase in waste processing capacity also significantly speeds up and improves the economics of wildfire risk reduction, magnifying the benefits listed above. The PT+ will directly increase PG&E’s grid reliability by reducing peak loading by up to 250 kilowatt (kW), and has the potential to increase grid reliability significantly when deployed at scale. The technology will provide on-demand, non- weather dependent, renewable energy. The uniquely flexible nature of this energy will offer grid managers new tools to enhance grid stability and reliability. The technology can be used to provide local capacity in hard-to-serve areas, while reducing peak demand. Technological Advancement and Breakthroughs:3 This Agreement will lead to technological advancement and breakthroughs to overcome barriers to the achievement of California’s statutory energy goals by substantially reducing the LCOE of distributed gasification, helping drive uptake of the undersubscribed BioMAT program and increasing the potential for mass commercial deployment of distributed biomass gasification technology, particularly through net energy metering. This breakthrough will help California achieve its goal of developing bioenergy markets (Bioenergy Action Plan 2012) and fulfil its ambitious renewable portfolio standard (SB X1-2, 2011-2012; SB350, 2015). The PT+ will also help overcome barriers to achieving California’s greenhouse gas (GHG) emissions reduction (AB 32, 2006) and air quality improvement goals. It reduces greenhouse gas and criteria pollutants over three primary pathways: 1) The PT+’s increased capacity and Combined Heat and Power (CHP) module expand the displacement of emissions from conventional generation; 2) the biochar offtake enables the sequestration of hundreds of tons carbon that would otherwise have been released into the atmosphere; and 3) its increased processing capacity avoids GHG and criteria emissions by reducing the risk of GHG emissions from wildfire and other forms of disposal, such as open pile burning or decomposition. The carbon sequestration potential of the biochar offtake is particularly groundbreaking because very few technologies exist that can essentially sequester atmospheric carbon, which is what the PT+ enables when paired with the natural forest ecosystem––an innovative and groundbreaking bio-energy technology, with carbon capture and storage. Additionally, as noted in the Governor’s Clean Energy Jobs Plan (2011), clean energy jobs are a critical component of 2 California Public Resources Code, Section 25711.5(a) requires projects funded by the Electric Program Investment Charge (EPIC) to result in ratepayer benefits. The California Public Utilities Commission, which established the EPIC in 2011, defines ratepayer benefits as greater reliability, lower costs, and increased safety (See CPUC “Phase 2” Decision 00-00-000 at page 19, May 24, 2012, xxxx://xxxx.xxxx.xx.xxx/PublishedDocs/WORD_PDF/FINAL_DECISION/167664.PDF). 3 California Public Resources Code, Section 25711.5(a) also requires EPIC-funded projects to lead to technological advancement and breakthroughs to overcome barriers that prevent the achievement of the state’s statutory and energy goals. California’s energy goals. When deployed at scale, the PT+ will result in the creation of thousands of jobs across multiple sectors, including manufacturing, feedstock supply chain (harvesting, processing, and transportation), equipment operation, construction, and project development. ● Annual electricity and thermal savings; ● Expansion of forestry waste markets; ● Expansion/development of an agricultural biochar market; ● Peak load reduction; ● Flexible generation; ● Energy cost reductions; ● Reduced wildfire risk; ● Local air quality benefits; ● Water use reductions (through energy savings); and ● Watershed benefits.
Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.
