Performance Calculation. Calculate performance data of the Portfolios for dissemination to information services covering the investment company industry, shareholders, and appropriate regulatory agencies.
Performance Calculation. The Fund's investment performance will be measured by comparing the (i) opening net asset value of one share of the Fund on the first business day of the Performance Period with (ii) the closing net asset value of one share of the Fund as of the last business day of such period (subject to the last sentence of this paragraph) (iii) calculated as if expenses for management fees provided for by this agreement and all other expenses provided for in the Services Agreement between the Trust and Madison Asset Management, LLC had been waived, i.e. the Fund's investment performance will be measured gross of fees, in recognition that the performance of the Index is not reduced for fees. The Fund's investment performance shall not be adjusted for brokerage or trading costs. In computing the investment performance of the Fund and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Fund, and all cash distributions of the companies whose securities comprise the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rule under the Investment Advisers Act of 1940, as the same from time to time may be amended.
Performance Calculation. (a) As soon as practical after December 31, 2003, QIAGEN will determine (i) the amount of Xeragon Revenues and (ii) the Xeragon Expense Percentage, each to be determined in accordance with generally accepted accounting principles, and shall deliver written notice of such determination to Xxxxxxx Xxxxx as representative of the Company Shareholders (the "Dispute Representative") at his address as set forth on the signature page hereto (or such other address as he shall have furnished in writing to QIAGEN prior to such time).
(b) If the Dispute Representative objects to QIAGEN's determination of the Xeragon Revenues or Xeragon Expense Percentage, he shall deliver to QIAGEN written notice of such objection within 30 calendar days after his receipt of notice thereof (a "Dispute Notice") setting forth, with specificity, the nature of his dispute and his alternative calculation of the Xeragon Revenues and the Xeragon Expense Percentage, as applicable. If the Dispute Representative does not timely deliver to QIAGEN a Dispute Notice the Company Shareholders shall be deemed to have agreed to QIAGEN's determination of the Xeragon Revenues and the Xeragon Expense Percentage. If the Dispute Representative does timely deliver to QIAGEN a Dispute Notice, QIAGEN and the Dispute Representative shall meet within 15 calendar days after QIAGEN's receipt of the Dispute Notice to attempt to resolve any dispute referenced therein. Any dispute not able to be resolved within such 15 calendar day period shall be submitted to QIAGEN's independent accounting representative, or another firm chosen by QIAGEN ("QIAGEN's Accountant"), and another firm chosen by the Dispute Representative ("Shareholders' Accountant" and together with QIAGEN's Accountant, (the "Accountants"), which shall endeavor in good faith to resolve any disputed item(s). If the Accountants are unable to resolve the disputed item(s) within thirty (30) calendar days after submission to them, the Accountants shall together, within ten (10) Business Days thereafter, appoint a representative from a "big five" accounting firm (other than either of the Accountants) to arbitrate the dispute (the "Arbitrator"). QIAGEN and the Dispute Representative shall, within the next twenty (20) calendar days thereafter, present their positions with respect to the disputed item(s) to the Arbitrator together with such other materials as the Arbitrator deems appropriate. The Arbitrator shall, after the submission of the evidentiary materials...
Performance Calculation. The RSUs shall be deemed earned as set forth in the table below based on the Average Share Price. If on the Closing Date, the Average Share Price fails to achieve the target level specified in the table below, then all RSUs shall be deemed unearned, forfeited, and canceled immediately without consideration. The RSUs that are deemed earned in accordance with this Section 2(c) shall be payable as of (and not before) the Settlement Date (defined below). Greater than or equal to $67.54 100% Less than $67.54 0%
(i) Notwithstanding the foregoing, if at any time between the Date of Grant and the Closing Date, the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 60-trading day period (the final day of such 60-trading day period, the “Interim Closing Date”) is greater than or equal to $67.54, then vesting shall occur in three installments as follows:
(1) Twenty-five percent (25%) of the RSUs will vest on the earlier of (x) the first anniversary of the Interim Closing Date or (y) the Closing Date; and
(2) Twenty-five percent (25%) of the RSUs will vest on the earlier of (x) second anniversary of the Interim Closing Date or (y) the Closing Date; and
(3) The remaining fifty percent (50%) of the RSUs (the “Remaining RSUs”) will vest on the Closing Date.
(ii) Further notwithstanding the foregoing, if at any time between the one-year anniversary of the Interim Closing Date and the Closing Date, the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 60-trading day period (the final day of such 60-trading day period, the “Subsequent Closing Date”) is greater than or equal to $67.54, then vesting of the Remaining RSUs shall occur as follows (it being understood the vesting of the RSUs in Subsections 2(c)(ii)(1) and (2) shall be unaffected):
(1) Fifty percent (50%) of the Remaining RSUs will vest on the earlier of (x) the first anniversary of the Subsequent Closing Date or (y) the Closing Date; and
(2) Fifty percent (50%) of the Remaining RSUs will vest on the earlier of (x) second anniversary of the Subsequent Closing Date or (y) the Closing Date.
Performance Calculation. The Bank will compute the performance ------------------------ results of the Fund (the "Performance Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:
(a) The Bank shall compute the Performance Calculation for the Fund for the stated periods of time as shall be mutually agreed upon, and communicate in a timely manner the result of such computation to the Fund.
(b) In performing the Performance Calculation, the Bank will derive the items of data necessary for the computation from the records it generates and maintains for the Fund pursuant Section 11 hereof. The Bank shall have no responsibility to review, confirm, or otherwise assume any duty or liability with respect to the accuracy or correctness of any such data supplied to it by the Fund, any of the Fund's designated agents or any of the Fund's designated third party providers.
(c) At the request of the Bank, the Fund shall provide, and the Bank shall be entitled to rely on, written standards and guidelines to be followed by the Bank in interpreting and applying the computation methods set forth in the Releases or any Subsequent Staff Positions as they specifically apply to the Fund. In the event that the computation methods in the Releases or the Subsequent Staff Positions or the application to the Fund of a standard or guideline is not free from doubt or in the event there is any question of interpretation as to the characterization of a particular security or any aspect of a security or a payment with respect thereto (e.g., original issue discount, participating debt security, income or return of capital, etc.) or otherwise or as to any other element of the computation which is pertinent to the Fund, the Fund or its designated agent shall have the full responsibility for making the determination of how the security or payment is to be treated for purposes of the computation and how the computation is to be made and shall inform the Bank thereof on a timely basis. The Bank shall have no responsibility to make independent determinations with respect to any item which is covered by this Sectio...
Performance Calculation. The calculation of the performance of the Business, the Direct Clients and the Private Fund Clients is (and will continue to be through the Closing) accurate in all material respects. Each of the Adviser Entities has maintained (and will continue to maintain through the Closing) all books and records necessary or required under Applicable Law to calculate performance of the Business, the Direct Clients and the Private Fund Clients.
Performance Calculation. Calculate performance data of Trusts for dissemination to information services covering the investment company industry, shareholders, and appropriate regulatory agencies.
Performance Calculation. At the end of the Performance Period the performance measure will be calculated to determine achievement against goal, and the final number of Units may be adjusted according to the following schedule: 80 % 0 % 100 % 100 % 120 % 200 % Interpolation will be used to determine the final number of Units, should results fall in between the achievement levels outlined above. Fractional Units will not be issued. If interpolation results in fractional Units, number of Units actually awarded to Participant will be rounded up or down to the nearest whole number.
Performance Calculation. All or a portion of the RSUs shall be deemed earned as set forth in the table below based on the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 10-trading day period (the “Average Share Price”) during the Performance Period. If during the Performance Period, the Average Share Price fails to achieve the maximum level but falls between the minimum level and maximum level (each such level as set forth below), then the percentage of RSUs that shall be deemed earned shall be determined using straight-line interpolation between the two applicable levels. The RSUs that are deemed earned in accordance with this Section 2(c) shall be payable as of (and not before) the Settlement Date (defined below). [●] or greater (maximum level) 100 % [●] (minimum level) 50 % Less than [●] 0 %
Performance Calculation. (a) Prior to the occurrence of a Change of Control, at the end of the Performance Period, the performance measure will be calculated to determine achievement against goal, and the final number of Units may be adjusted according to the following schedule: 80 % 0 % 100 % 100 % 120 % 200 % Interpolation will be used to determine the final number of Units, should results fall in between the achievement levels outlined above. Fractional Units will not be issued. If interpolation results in fractional Units, number of Units actually awarded to Participant will be rounded up or down to the nearest whole number, pursuant to conventional rounding.
(b) Upon a Change of Control occurring prior to the end of the Performance Period, the Participant shall be awarded such number of Units at the 100% achievement level discussed in subsection (a) above (the “Target Unit Award”), which shall vest in accordance with Section 4 below, but in no event shall the Participant have a right to be awarded Units at a level greater than 100% of the number of Units set forth in Section 1.
