Operation of the Closed Block Sample Clauses

Operation of the Closed Block. The Closed Block shall be operated for the exclusive benefit of the policies and contracts included therein for policyholder dividend purposes only, which dividends shall be supported solely by assets allocated to the Closed Block, in accordance with the following principles and others that may be specified in the Plan:
Sample 1
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Operation of the Closed Block. (a) Insurance and investment cash flows on and after the Statement Date from operations of the Closed Block Business, the Exhibit F Closed Block Assets, and, as described in the Closed Block Memorandum, all other assets acquired by or allocated to the Closed Block, shall be received by or withdrawn from the Closed Block in accordance with the principles set forth in this Section 8.2(a). (i) With respect to insurance cash flows: (A) Cash premiums (including annuity considerations), cash repayments of policy loans and policy loan interest paid in cash on Closed Block Business shall be received by the Closed Block. Death, surrender and maturity benefits (including any interest allowed for delayed payment of benefits) paid in cash, policy loans taken in cash, annuity and other income benefits and dividends paid in cash, all with respect to Closed Block Business, shall be withdrawn from the Closed Block. (B) Cash shall be withdrawn from the Closed Block in the amount of state and local premium taxes and nonrecoverable guarantee fund assessments (including franchise taxes to the extent measured solely by premiums) paid in cash on premiums received in respect of Closed Block Business. Cash payments with respect to the reinsurance treaties considered in the development of the Closed Block funding shall be withdrawn from or received by the Closed Block. (C) Cash payments shall be received by or withdrawn from the Closed Block for Federal income taxes in accordance with the tax sharing procedure described in the Appendix to the Closed Block Memorandum. (D) No cash shall be withdrawn from the Closed Block with respect to expenses, other than as provided in Section 8.2(a)(ii), and the Closed Block shall not be charged for any such expense. (E) With respect to Closed Block Business issued after the Statement Date, an amount equal to the estimated present value, as of each such Policy's Policy Date, of future premiums less the present value of future guaranteed benefits, dividends, premium taxes or other federal, state, local or foreign taxes and nonrecoverable guarantee fund assessments, as set forth in the Closed Block Memorandum, shall be deducted from the Closed Block. (ii) With respect to investment cash flows: (A) Cash payments for equity real estate acquired upon foreclosure of, reasonable and customary operating expenses of, and equity real estate taxes (as reported in such Annual Statement) on, any Closed Block assets that are investments in equity real estate ...
Sample 1
Operation of the Closed Block. (a) After the Statement Date, insurance and investment cash flows from operations of the Closed Block Business, the Exhibit H Closed Block Assets, the cash allocated to the Closed Block and, as described in the Closed Block Memorandum, all other assets acquired by or allocated to the Closed Block shall be received by or withdrawn from the Closed Block in accordance with the principles set forth in this Section 8.2(a).
Sample 1

Related to Operation of the Closed Block

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Capitalization of the Company and its Subsidiaries (a) The authorized capital stock of the Company consists of: (i) 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, no shares of which are outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of May 21, 1999, 5,176,485 Shares were issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Legal Action; Utilization of Special Receivership Powers The Assuming Institution shall notify the Receiver in writing (such notice to be given in accordance with Article V below and to include all relevant details) prior to utilizing in any legal action any special legal power or right which the Assuming Institution derives as a result of having acquired an asset from the Receiver, and the Assuming Institution shall not utilize any such power unless the Receiver shall have consented in writing to the proposed usage. The Receiver shall have the right to direct such proposed usage by the Assuming Institution and the Assuming Institution shall comply in all respects with such direction. Upon request of the Receiver, the Assuming Institution will advise the Receiver as to the status of any such legal action. The Assuming Institution shall immediately notify the Receiver of any judgment in litigation involving any of the aforesaid special powers or rights.

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