Pro Rata Requirement Sample Clauses

Pro Rata Requirement. Except to the extent otherwise provided herein, including with respect to any payments made pursuant to Section 9.02(e): (i) each Borrowing from the Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each payment of Commitment Fees or of participation fees under Section 2.12 hereof in respect of the Commitment shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitment under Section 2.09 hereof shall be applied to the Commitments of the relevant Lenders, pro rata according to the amounts of their respective Commitments; (ii) the making, conversion and continuation of Loans of a particular Type and Currency (other than conversions provided for by Section 2.14 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans (in the case of conversions and continuations of Loans); and (iii) each payment or prepayment of principal of Dollar Loans or of Multicurrency Loans, or interest thereon, by the Company shall be made for the account of the Lenders pro rata in accordance with their respective Applicable U.S. Percentages or Applicable Multicurrency Percentages, as the case may be.
Sample 1
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Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to any of the Transaction Documents, including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on the date hereof with Smithfield Fiduciary LLC (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "June Transaction Documents"). Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee. The Company has not, directly or indirectly, made any agreements with any person relating to the terms or condition of the transactions contemplated by the June Transaction Documents except as set forth in the June Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in the June Transaction Documents, no person has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise. The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the amount of the investment to be made and the number of warrants to be issued, in each case in accordance with the terms thereof).
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to any of the Transaction Documents, including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on the date hereof with Smithfield Fiduciary LLC (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "December Transaction Documents"). Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee. The Company has not, directly or indirectly, made any agreements with any person relating to the terms or conditions of the transactions contemplated by the December Transaction Documents except as set forth in the December Transaction Documents. The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the conditions to funding).
Sample 1
Pro Rata Requirement. If the Fund distributes any Investments in kind pursuant to any provision in this Agreement, a Limited Partner shall receive in such distribution no more than such Limited Partner’s pro rata share (based on relative amounts the Limited Partners would have received under Section 4.1.1 if the Investments were sold at their fair market value as determined under Section 4.2.1 and the proceeds of such sale were distributed in cash) of such Investment, unless all Limited Partners consent to a different sharing ratio. To the extent any distributions are made in-kind to the Limited Partners, payment of any Carried Interest in connection with such in-kind distribution shall also be made in-kind to the Special Limited Partner. In addition, each lot of securities that is the subject of an in-kind distribution shall be distributed to the Partners in proportion to their respective shares of the proposed distribution as provided herein, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. For purposes of the preceding sentence, each lot of stock or other securities having a separately identifiable tax basis or holding period shall be treated as a separate lot of securities.
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to this Agreement or any of the Related Agreements (collectively, the "Transaction Documents"), including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on the date hereof with certain other investors (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "February Transaction Documents"). Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee. The Company has not, directly or indirectly, made any agreements with any person relating to the terms or condition of the transactions contemplated by the February Transaction Documents except as set forth in the February Transaction Documents. The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the amount of the investment to be made and the number of warrants to be issued, in each case in accordance with the terms thereof).
Sample 1
Pro Rata Requirement. The Parent shall ensure that on the date of any prepayment of the Tranche A Term Loan, or as the case may be the Tranche B Term Loan, in accordance with Clause 13.2 (Prepayment of the Term Loans): 13.6.1 if such date is prior to the Conversion Date, (a) the Revolving Commitments of the Banks shall be cancelled pro- rata by an amount in accordance with Clause 13.3 (Cancellation of the Revolving Facility); or (b) in the event that such Commitments are, or are reduced to, zero, the Revolving Loan shall be prepaid and thereupon the Revolving Commitments of the Banks shall be cancelled in an equal or remaining amount in accordance with Clause 13.3 (Cancellation of the Revolving Facility) and/or Clause 13.4 (Prepayment of the Revolving Loan); in each case such amount (the "Revolving Amount") shall be such that the ratio of the amount to be applied in prepayment of the Term Loan to the Revolving Amount is equal to the ratio of the Tranche A Term Facility to the Tranche B Term Facility; and 13.6.2 if such date is on or after the Conversion Date, the other Term Loan shall be prepaid in accordance with Clause 13.2 (Prepayment of the Term Loans) in an amount such that the ratio of the two amounts to be prepaid is equal to the ratio, as applicable, of the Tranche A Term Loan to the Tranche B Term Loan at that time.
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to this Agreement or any of the Related Agreements (collectively, the "Transaction Documents"), including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on February 28, 2005 with certain other investors (the “Other Investors”) and which are amended in documents having substantially identical terms to the Supplement (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "February Transaction Documents").” 3.3 Article 6 of the Securities Purchase Agreement shall be amended by adding the following provision:
Sample 1
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Related to Pro Rata Requirement

  • Data Requirements ‌ • The data referred to in this document are encounter data – a record of health care services, health conditions and products delivered for Massachusetts Medicaid managed care beneficiaries. An encounter is defined as a visit with a unique set of services/procedures performed for an eligible recipient. Each service should be documented on a separate encounter claim detail line completed with all the data elements including date of service, revenue and/or procedure code and/or NDC number, units, and MCE payments/cost of care for a service or product. • All encounter claim information must be for the member identified on the claim by Medicaid ID. Claims must not be submitted with another member’s identification (e.g., xxxxxxx claims must not be submitted under the Mom’s ID). • All claims should reflect the final status of the claim on the date it is pulled from the MCE’s Data Warehouse. • For MassHealth, only the latest version of the claim line submitted to MassHealth is “active”. Previously submitted versions of claim lines get offset (no longer “active” with MassHealth) and payments are not netted. • An encounter is a fully adjudicated service (with all associated claim lines) where the MCE incurred the cost either through direct payment or sub-contracted payment. Generally, at least one line would be adjudicated as “paid”. All adjudicated claims must have a complete set of billing codes. There may also be fully adjudicated claims where the MCE did not incur a cost but would otherwise like to inform MassHealth of covered services provided to Enrollees/Members, such as for quality measure reporting (e.g., CPT category 2 codes for A1c lab tests and care/patient management). • All claim lines should be submitted for each Paid claim, including zero paid claim lines (e.g., bundled services paid at an encounter level and patient copays that exceeded the fee schedule). Denied lines should not be included in the Paid submission. Submit one encounter record/claim line for each service performed (i.e., if a claim consisted of five services or products, each service should have a separate encounter record). Pursuant to contract, an encounter record must be submitted for all covered services provided to all enrollees. Payment amounts must be greater than or equal to zero. There should not be negative payments, including on voided claim lines. • Records/services of the same encounter claim must be submitted with same claim number. There should not be more than one active claim number for the same encounter. All paid claim lines within an encounter must share the same active claim number. If there is a replacement claim with a new version of the claim number, all former claim lines must be replaced by the new claim number or be voided. The claim number, which creates the encounter, and all replacement encounters must retain the same billing provider ID or be completely voided. • Plans are expected to use current MassHealth MCE enrollment assignments to attribute Members to the MassHealth assigned MCE. The integrity of the family of claims should be maintained when submitting claims for multiple MCEs (ACOs/MCO). Entity PIDSL, New Member ID, and the claim number should be consistent across all lines of the same claim. • Data should conform to the Record Layout specified in Section 3.0 of this document. Any deviations from this format will result in claim line or file rejections. Each row in a submitted file should have a unique Claim Number + Suffix combination. • A feed should consist of new (Original) claims, Amendments, Replacements (a.k.a. Adjustments) and/or Voids. The replacements and voids should have a former claim number and former suffix to associate them with the claim + suffix they are voiding or replacing. See Section 2.0, Data Element Clarifications, for more information. • While processing a submission, MassHealth scans the files for the errors. Rejected records are sent back to the MCEs in error reports in a format of the input files with two additional columns to indicate an error code and the field with the error. • Unless otherwise directed or allowed by XxxxXxxxxx, all routine monthly encounter submissions must be successfully loaded to the MH DW on or before the last day of each month with corrected rejections successfully loaded within 5 business days of the subsequent month for that routine monthly encounter submission to be considered timely and included in downstream MassHealth processes. Routine monthly encounter submissions should contain claims with paid/transaction dates through the end of the previous month.

  • W-9 Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a properly completed Internal Revenue Service (“IRS”) Form W-9. The purpose of the W-9 form is to document the SS# or FEIN# per the IRS. Note: W-9s submitted for any other entity name other than the Grantee’s will not be accepted.

  • Minimum Balance Requirements To be a member and maintain Accounts with Us You must purchase 1 share in the Credit Union. The par value of a share in this Credit Union is $5.00. If the balance in Your primary share Account drops below 1 share ($5.00), at any time, We may, at Our option, close Your Account. Nonsufficient Funds Returns. Any share draft or pre-authorized transfer, or transaction made through the use of a debit card, or other electronic means, as is applicable (including any in-person transaction), that is presented to Us for payment on Your Account when Your Account lacks sufficient collected funds to pay any such item may, at Our option, be returned for nonsufficient funds or We may honor any such item and charge You a fee for doing so. Overdraft Balance Calculation. When processing transactions that debit or credit Your Account, We start each Business Day with Your final Account balance from the preceding Business Day. The final balance takes into account all of the debit and credit transactions that were settled that Business Day pursuant to Our Funds Availability Policy, as well as any other debits or credits to Your Account that were finally settled that day, as described above in the "Deposit of Items" and "Collection and Processing of Items" sections of the Account Agreement. This starting balance at the beginning of a Business Day (the preceding Business Day's final balance) is sometimes referred to as Your "actual balance."

  • Minimum Requirements Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants. Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

  • Minimum Current Ratio The Borrower will not, as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2018), permit the Current Ratio to be less than 1.00 to 1.00.

  • Coverage Minimum Requirement Commercial General Liability Insurance, including Bodily Injury, Personal Injury, Property Damage, Advertising Injury, and Medical Payments Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Automobile Liability Insurance - Any Auto Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Professional Liability $ 1,000,000 Workers Compensation Statutory Limits Employer’s Liability $ 1,000,000

  • Minimum Purchase Requirements Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

  • Design Requirements The DG Facility shall be installed in compliance with Wisconsin Administrative Code Chapter PSC 119.

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • System Requirements Apple Software is supported only on Apple-branded hardware that meets specified system requirements as indicated by Apple.

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