Profit Limitations Sample Clauses

Profit Limitations. (a) Notwith-standing any other ------------------- provision of this Agreement, to the extent the exercise of this Option is the result of a Purchase Event, in no event shall the Total Option Profit (as hereinafter defined) exceed, when aggregated with the Termination Fee, in the aggregate $135 million and, if any payment to be made to Grantee otherwise would cause such aggregate amount to be exceeded, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to the Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to the Issuer, or (iv) any combination thereof, so that the Total Option Profit, when aggregated with such Termination Fee so paid to Grantee, shall not exceed $135 million after taking into account the foregoing actions, plus an additional amount, not in excess of $22.5 million, as reimbursement for out-of-pocket fees and expenses incurred by Parent, Purchaser or their respective Affiliates in connection with the Transactions, including all fees and expenses of their counsel, accountants, investment bankers, experts and consultants (collectively "Expenses"). -------- (b) Notwithstanding any other provision of this Agreement, to the extent the exercise of this Option is the result of a Purchase Event, this Option may not be exercised for a number of shares of Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as hereinafter defined) which would exceed, when aggregated with the Termination Fee, in the aggregate $135 million, plus an additional amount, not in excess of $22.5 million, as reimbursement for Expenses, and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to such exercise, (ii) deliver to the Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to the Issuer, or (iv) any combination thereof, so that the Notional Total Option Profit, when aggregated with such Termination Fee so paid to Grantee shall not exceed $135 million after taking into account the foregoing actions, plus an additional amount, not in excess of $22.5 million, as reimbursement for Expenses; provided, however, that this paragraph (b) shall not -------- ------- be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c)...
View SourceView Similar (16)
Profit Limitations. Subcontractors paid only on a Fee for Service basis for services shall not be subject to profit limitations. Subcontractors paid on a Block Purchase or Block Payment methodology are limited to the percentage of annual profit on services reimbursed on the total of Block Purchase, Block Payment, or Fee for Service arrangements, specified by applicable GSA in Exhibit B. a. Subcontractors shall return to Cenpatico all Non-Title XIX/XXI funds not expended on services or administration for Non-Title XIX/XXI eligible persons. Subcontractors shall not earn a profit from allocated funds for Supported Housing for Title XIX SMI Members and all services to Non-Title XIX/XXI SMI adults. b. Subcontractor is required to calculate profits and losses for SAPT and/or CMHS Grant funds separately from other programs. Subcontractor’s profits for SAPT Grant funds is limited to the percentage of service revenue per Contract Year (as defined for each GSA in Exhibit H). c. Subcontractor’s profit for Non-Title XIX/XXI Other and County funds, if applicable, shall be limited to the percentage of service revenue per Contract Year (as defined for each GSA in Exhibit H). d. Subcontractor is required to return excess profits to Cenpatico solely at the discretion of Cenpatico and/or ADHS/DBHS. e. Subcontractor shall not include performance incentives earned under this contract as revenue for the purpose of calculating profit or loss corridors. f. Subcontractor shall not include imposed sanctions or taxes as an expense for the purpose of calculating profit or loss.
View Source

Related to Profit Limitations

  • Profit Limitation (a) Notwithstanding any other provision of this Agreement or the Merger Agreement, in no event shall Grantee's Total Profit (as defined below) exceed $7.0 million (the "Maximum Amount") and, if it otherwise would exceed such Maximum Amount, Grantee at its sole election may (i) pay cash to the Issuer, (ii) deliver to the Issuer for cancellation Option Shares previously purchased by Grantee, or (iii) any combination thereof, so that Grantee's actually realized Total Profit (as defined below) shall not exceed the Maximum Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Stock Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice or Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Stock Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) increase the Exercise Price for that number of Option Shares set forth in the Stock Exercise Notice or Cash Exercise Notice, as applicable, so that the Notional Total Profit shall not exceed the Maximum Amount; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 2 hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the cash amount actually received by Grantee pursuant to Section 7.2 of the Merger Agreement less any repayment by Grantee to the Issuer pursuant to Section 10(a)(i) hereof, (ii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to the sale of Option Shares (or of any other securities into or for

  • Benefit Limit The benefit limitations of this Section 10 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of the Executive’s employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount of the benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Section 10, then the Executive’s cash severance payments under Section 5 shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any Equity Award would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such Equity Award under Code Section 280G) to the extent necessary to eliminate such excess.

  • Amount Limitations Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, no Issuing Bank shall be required to issue a Letter of Credit and no reduction of the Revolving Commitments pursuant to Section 2.13. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time.

  • Payment Limitations 7.10.1 When the Project involves federal funds or any funds other than those authorized by the Mississippi Legislature, either by direct appropriation or by authority to issue general obligation bonds or revenue bonds of the State of Mississippi for expenditures to be made by or under the direction of the Owner, it is mutually agreed that the amount of the Professional's fee based on such funds shall in no event become due until such federal funds or other funds have been actually paid into the State Treasury.

  • Billing Limitations a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract. b. DSHS shall not pay any claims for payment for services submitted more than twelve (12) months after the calendar month in which the services were performed. c. The Contractor shall not bill and DSHS shall not pay for services performed under this Contract, if the Contractor has charged or will charge another agency of the state of Washington or any other party for the same services.