Required Filings Relating to Placement of Placement Shares The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Xxxxx, the Net Proceeds to the Company and the compensation payable by the Company to Xxxxx with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.
Salary Schedule Placement College Training
A. Unit members qualifying for the “Entry Level Salary” shall remain at this level until they met the minimum requirements for placement on any other salary column (1-4). Upon verification of documentation qualifying unit members for placement upon any other salary column (1-4), the unit member shall then be placed upon the appropriate step on that salary column in accordance with his/her length of service.
B. School Nurses who have a Bachelor’s degree, qualify for crediting of previous experience, but have not completed 30 semester units after the Bachelor’s degree or the appropriate clear credential, shall be exempt from placement at “Entry Level Salary”; shall instead, be placed on Column 1; and shall advance on the salary schedule in accordance with the Agreement for unit members.
C. Unit members placed on “COLUMN 1” of the Salary Schedules by the agreement (Appendix C1) between the Association and the District shall advance on the schedule in accordance with that agreement (Appendix C1).
D. All college or university credits which will qualify a unit member for a new salary placement must be verified by official college or university transcripts in order to justify a contract revision. Such college or university credits must be obtained from an institution of higher learning which is accredited by the Western Association of Schools and Colleges or other recognized accreditation organization. Salary revision shall be effective following District approval (as stipulated by this Article) of the necessary credits for column advancement.
E. The unit requirement for each salary column is stated in semester hours of credit; quarter hour credits can be converted into semester hours by multiplying 2/3.
F. For salary schedule purposes, only semester units earned after the completion of the Bachelor’s Degree shall be considered.
G. Credit will not be granted for any course for which less than a "C" grade is earned.
H. Unit members shall not enroll in courses which conflict with the work day.
I. A major teaching field is considered to be 36 semester hours (12 of which must be upper division or graduate), a minor teaching field is considered to be 20 semester hours (8 of which must be upper division or graduate).
J. Repeat credit may be granted for a course taken at an accredited institution in which the content field has recently undergone substantial change or, in the case of a course originally taken many years ago, an updating of study is desirable.
K. Course work, for salary credit must be upper division, graduate level, or transferable* lower division courses, taken at an accredited college or university, and must conform to one or more of the following guidelines:
1. Units may be taken in a subject directly related to the teaching/work assignment.
2. Units may be taken in a subject directly related to a person’s major or minor. For unit members in a self-contained classroom program; a subject commonly taught in the elementary school. For unit members in a departmentalized classroom program; courses in an additional major or minor.
3. Units may be taken in a subject directly related to an advanced degree in professional education or in a subject related to the teaching/work assignment.
4. Units may be taken in a subject directly related to a credential or certificate authorized by the California Commission on Teacher Credentialing.
5. Units may be taken in a Board authorized, District sponsored, professional activity. Credit equivalent will be adopted at the time of such Board action. *A transferable lower division course is a lower division course taken at an accredited college or university that is acceptable for baccalaureate graduation credit at another accredited college or university.
L. The submission of transcripts for columnar advancement of the salary schedule is limited to two (2) submission dates per school year. Additional units may be banked for future salary schedule advancement.
M. Transcripts for completed units must be submitted to the Human Resources Division no later than the first of September or February for salary adjustment. Adjustment for qualifying units submitted no later than the first of September will be retroactively made effective on the first work day of the school year. Adjustment for qualifying units submitted no later than the first of February will be retroactively made effective on the first work day of the calendar year.
Settlement of Placement Shares Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect of such sales.
Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.
Terms of Placement Warrants Each Placement Warrant shall have the terms set forth in the Warrant Agreement.
Conditions relating to Optional Currencies (a) A currency will constitute an Optional Currency in relation to a Utilisation if:
(i) it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation; and
(ii) it is US dollars or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request or Selection Notice for that Utilisation.
(b) If by the Specified Time the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will notify the Lenders of that request by the Specified Time. Based on any responses received by the Agent by the Specified Time, the Agent will confirm to the Company by the Specified Time:
(i) whether or not the Lenders have granted their approval; and
(ii) if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.
Communications Relating to Fund Securities Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.
Authorization of Placement Shares The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.
Order Placement To place orders for the Trustee to create or redeem one or more Baskets, Authorized Participants must follow the procedures for creation and redemption referred to in Section 3 of this Agreement and the procedures described in Attachment A hereto (the “Procedures”), as each may be amended, modified or supplemented from time to time.
Communications Relating to Fund Portfolio Securities The Custodian shall transmit promptly to each Fund all written information (including, without limitation, pendency of calls and maturities of Securities and expirations of rights in connection therewith and notices of exercise of put and call options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of Securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to each Fund all written information received by the Custodian from issuers of the Securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If a Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three Business Days prior to the date of which the Custodian is to take such action.
