Offering Method Sample Clauses

Offering Method. If Buyer has selected Net Share Settlement (but not Modified Net Share Settlement), then Buyer shall determine whether the offering method (the “Offering Method”) by which Shares will be sold in respect of the Transaction will be pursuant to a registration statement filed pursuant to the Securities Act and in a manner which otherwise satisfies the terms and conditions of Appendix A hereto (a “Registered Offering”) or pursuant to an offering that is exempt from the registration requirements of the Securities Act (an “Exempt Offering”).
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Offering Method. Upon receipt of notice designating either Net Cash Settlement or Net Share Settlement as the Method of Settlement, Party B may determine the offering method (the "Offering Method") including whether the Shares to be sold will be offered pursuant to a registration statement filed or to be filed (a "Registered Offering") pursuant to the Securities Act of 1933 (the "1933 Act"), subject to Party A's consent to a Registered Offering, which consent shall not be unreasonably withheld. If Party B determines the Shares will be offered in a Registered Offering and Party A consents to a Registered Offering (which consent shall not be unreasonably withheld), Party B (and to the extent required therein, Party A) will use their reasonable efforts to comply in all material respects with the Registration Procedures set forth in Appendix A attached hereto. In the event that Party A, and its underwriter(s), upon advice from their respective counsel, reasonably object to the form or substance of the registration statement, Party A will deliver to Party B a suspension request stating the reason or reasons for such objection ("Suspension Request") and Party B will either (i) modify or amend the registration statement to address such reasonable objection(s) or (ii) suspend the preparation of such registration statement with respect to the offering of the Principal Share Amount. In addition, if such registration statement has been filed and identifies either Party A or the Principal Share Amount and Party B determines not to amend or modify, or that it cannot amend or modify the registration statement to address Party A's or its underwriter(s)' reasonable objections, Party B will withdraw such registration statement pursuant to Rule 259 (or its successor) of the 1933 Act if such registration statement relates solely to the offering of the Principal Share Amount. In the event that no registration statement has been filed identifying Party A or the Principal Share Amount and Party B determines not to amend or modify, or that it cannot amend or modify the registration statement to address Party A's or its underwriter(s)' reasonable objections, Party B may within five Business Days of the delivery of the Suspension Request determine whether the Principal Share Amount will be sold pursuant to an offering that is exempt from the registration requirements of the 1933 Act (an "Exempt Offering") as the means of sale in respect of either a Net Cash Settlement or a Net Share Settlement or ...
Sample 1
Offering Method. Buyer shall determine whether the offering method (the “Offering Method”) by which Shares will be sold in respect of the Transaction will be pursuant to a registration statement filed pursuant to the Securities Act and in a manner which otherwise satisfies the terms and conditions of Appendix A hereto (a “Registered Offering”) or pursuant to an offering that is exempt from the registration requirements of the Securities Act (an “Exempt Offering”).
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Offering Method. If Counterparty has selected Net Share Settlement as the Method of Settlement in respect of this Transaction, then Counterparty shall determine whether the offering method (the “Offering Method”) by which the Shares to be sold in respect of this Transaction will be pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and in a manner which otherwise satisfies the terms and conditions of Appendix A hereto (a “Registered Offering”) or pursuant to an offering that is exempt from the registration requirements of the Securities Act (an “Exempt Offering”). It shall be a condition precedent to Counterparty’s election of a Registered Offering that Counterparty shall have filed a registration statement that has been declared effective by the Securities and Exchange Commission (the “SEC”) and that complies with the Registration Procedure of Appendix A hereto. To the extent required to effect such Registered Offering, CSFB will use its reasonable efforts, and shall use reasonable efforts to cause each of any Selling Agent engaged by CSFB and any underwriter(s)), to co-operate with Counterparty in order to comply in all material respects with the Registration Procedures. The “
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Related to Offering Method

  • Billing Method 2.6.1 To receive payment for services rendered pursuant to this contract the Contractor shall submit a fully completed invoice for work previously performed to: 2.6.2 At a minimum, the invoice shall detail the following information: 2.6.2.1 Unique invoice number; 2.6.2.2 Contractor’s name, address, and telephone number; 2.6.2.3 Date of invoice and/or billing period; 2.6.2.4 Applicable Contract No.;

  • Voting Method Unless otherwise provided by law, when a vote is taken upon any measure before the Board, with a quorum being present, a majority of the votes cast shall determine its outcome. A vote of "abstain" or "present," or a vote other than "yea" or "nay," or a failure to vote, is counted for the purposes of determining whether a quorum is present. A vote of "abstain" or "present," or a vote other than "yea" or "nay," or a failure to vote, however, is not counted in determining whether a measure has been passed by the Board, unless otherwise stated in law. The sequence for casting votes is rotated. On all questions involving the expenditure of money and on all questions involving the closing of a meeting to the public, a roll call vote shall be taken and entered in the Board's minutes. An individual Board member may request that a roll call vote be taken on any other matter; the President or other presiding officer may approve or deny the request but a denial is subject to being overturned by a majority vote of the members present. Any Board member may request that his or her vote be changed before the President announces the result. Any Board member may include a written explanation of his or her vote in the District file containing individual Board member statements; the explanation will not be part of the minutes. The Board Secretary shall keep written minutes of all Board meetings (whether open or closed), which shall be signed by the President and the Secretary. The minutes include:

  • Accounting Method For both financial and tax reporting purposes, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

  • Underwriting Methodology The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the related Mortgagor's income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the related Mortgagor's equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the related Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

  • Measurement method An isolation resistance test instrument is connected between the live parts and the electrical chassis. The isolation resistance is subsequently measured by applying a DC voltage at least half of the working voltage of the high voltage bus. If the system has several voltage ranges (e.g. because of boost converter) in conductively connected circuit and some of the components cannot withstand the working voltage of the entire circuit, the isolation resistance between those components and the electrical chassis can be measured separately by applying at least half of their own working voltage with those components disconnected.

  • PayPal as Login Method We may allow you to authenticate with PayPal when you log into certain external websites or mobile apps. If we do so, we may share your login status with any third party enabling you to log in in this way, as well as the personal and other account information that you consent to being shared so that the third party can recognize you. PayPal will not give the third party access to your account and will only make payments from your account to that third party with your specific authorization and instruction.

  • Accounting Methods Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by generally accepted accounting principles.

  • Change in Accounting Method Neither Company nor any of its Subsidiaries has agreed to make, nor is it required to make, any material adjustment under Section 481(a) of the Code or any comparable provision of state, local, or foreign Tax Laws by reason of a change in accounting method or otherwise.

  • Settlement Method For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.

  • Payment Method Payment shall be made by the Contractor to the Subcontractor as follows: (choose one) ☐ - Immediately upon completion of the Services to the satisfaction of the Contractor. ☐ - Within ____ business days after completion of the Services to the satisfaction of the Contractor. ☐ - Shall be paid on a ☐ weekly ☐ monthly ☐ quarterly ☐ other ______________________ basis. If the Subcontractor completes the Services to the satisfaction of the Contractor, before the full amount or balance has been fully paid, any remaining amount shall be payable immediately. ☐ - Other: ________________________________________________________

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