Proration Requirements Sample Clauses

Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the number of shares of Seller Common Stock (the “Total Stock Election Number”) to be converted into the right to receive Stock Consideration in the Merger shall be equal to forty-five percent (45%) of the number of issued and outstanding shares of Seller Common Stock immediately prior to the Effective Time. The number of shares of Seller Common Stock to be converted into the right to receive Cash Consideration in the Merger (the “Total Cash Number”) shall be equal to (i) the number of issued and outstanding shares of Seller Common Stock immediately prior to the Effective Time, less (ii) the sum of (A) the Total Stock Election Number, and (B) the number of Dissenting Shares, if any; provided, however, that, in the event that the Electing Number shall be less than the Total Stock Election Number, the Company may, in its sole discretion, increase the Total Cash Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however, that the Company shall not increase the Total Cash Number by an amount that would prevent either the tax opinion referred to in Section 7.02(c) or the tax opinion referred to in Section 7.03(c) from being rendered because the firm charged with providing such opinion reasonably determines that, as a result of such increase in the Total Cash Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. To the extent the Company exercises its right to increase the amount of the Total Cash Number as described in this Section 3.03(a), the Parties acknowledge and agree that such increased amount shall be deemed the “Total Cash Number” as used in this Section 3.03, and the amount of the Total Stock Election Number shall be correspondingly decreased and the resulting decreased amount of the Total Stock Election Number shall be deemed the “Total Stock Election Number” as used in this Section 3.03.
Sample 1
AutoNDA by SimpleDocs
Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the maximum number of shares of Bank Common Stock (the “Maximum Cash Election Number”) to be converted into the right to receive Cash Consideration in the Merger shall be no greater than 50 percent of the number of issued and outstanding shares of Bank Common Stock immediately prior to the Effective Time, provided, however, that Acquiror may, in its sole discretion, decrease the amount of the Maximum Cash Election Number to such number of shares of Bank Common Stock as Acquiror reasonably determines, after consultation with Bank and tax counsel to Acquiror and Bank, shall be necessary to permit the delivery of the tax opinions referred to in Section 7.02(c) and Section 7.03(c) of the Reorganization Agreement.
Sample 1
Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the aggregate amount of cash that shall be paid in exchange for outstanding shares of Company Series A Preferred Stock (the “Maximum Cash Amount”) shall be equal to fifty percent of the dollar value of the sum of all cash and Parent Common Stock (the value of each share of Parent Common Stock for such purpose shall be the closing price of a share of Parent Common Stock as reported by the New York Stock Exchange on the day before the Effective Time) to be issued in exchange for outstanding shares of Company Common Stock and Company Series A Preferred Stock (but not Company Options or Company Warrants).
Sample 1
Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the number of shares of Company Common Stock (the "Maximum Cash Election Number") to be converted into the right to receive Cash Consideration in the Merger shall be equal to (i) 30 percent of the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time less (ii) the number of Dissenting Shares, if any. The number of shares of Company Common Stock to be converted into the right to receive Stock Consideration in the Merger (the "Maximum Stock Number") shall be equal to (i) the number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time less (ii) the sum of (A) the Maximum Cash Election Number and (B) the number of Dissenting Shares, if any.
Sample 1

Related to Proration Requirements

  • GRADUATION REQUIREMENTS I understand that in order to graduate from the program and to receive a certificate of completion, diploma or degree I must successfully complete the required number of scheduled clock hours as specified in the catalog and on the Enrollment Agreement, pass all written and practical examinations with a minimum score of 80%, and complete all required clinical hours and satisfy all financial obligations to the College.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.

  • Submission Requirements Requirement Deliverable (Report Name) Due Date Submission System

  • Certification Requirements The hospice program certifies and attaches hereto documentation that: (a) it is Medicare approved and meets all Medicare conditions of participation (42 CFR 418); and (b) is licensed pursuant to any applicable state or local law.

  • Construction Requirements (a) All Life and Safety and applicable Building Codes will be strictly enforced (i.e., tempered glass, fire dampers, exit signs, smoke detectors, alarms, etc.). Prior coordination with the Building Manager is required. (b) Electric panel schedules must be brought up to date identifying all new circuits added. (c) All electrical outlets and lighting circuits are to be properly identified. Outlets will be labeled on back side of each cover plate. (d) All electrical and phone closets being used must have panels replaced and doors shut at the end of each day’s work. Any electrical closet that is opened with the panel exposed must have a work person present. (e) All electricians, telephone personnel, etc. will, upon completion of their respective projects, pick up and discard their trash leaving the telephone and electrical rooms clean. If this is not complied with, a clean-up will be conducted by the building janitors and the general contractor will be back-charged for this service. (f) Welding or burning with an open flame will not be done without prior approval of the Building Manager. Fire extinguishers must be on hand at all times. (g) All “anchoring” of walls or supports to the concrete are not to be done during normal working hours (7:30 AM—6:00 PM, Monday through Friday). This work must be scheduled before or after these hours during the week or on the weekend. (h) All core drilling is not to be done during normal working hours (7:30 AM—6:00 PM, Monday through Friday). This work must be scheduled before or after these hours during the week or on the weekend. (i) All HVAC work must be inspected by the Building Engineer. The following procedures will be followed by the general contractor: i) A preliminary inspection of the HVAC work in progress will be scheduled through the Building Office prior to the reinstallation of the ceiling grid. ii) A second inspection of the HVAC operation will also be scheduled through the Building Office and will take place with the attendance of the HVAC contractor’s Air Balance Engineer. This inspection will take place when the suite in question is ready to be air-balanced. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. iii) The Building Engineer will inspect the construction on a periodic basis as well. (j) All existing thermostats, ceiling tiles, lighting fixtures and air conditioning grilles shall be saved and turned over to the Building Engineer.

  • 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.

  • Distribution Requirements Arts 3 A course in history, philosophy, theory, or practice of the creative and interpretive arts.

  • Installation requirements We (if we install the System) or our contractor (if we procure a contractor to install the System) must:

  • Application Requirements This application shall contain, as a minimum, a sketch showing the location of proposed facilities; a description, sketch, manufacturer’s brochure, etc. of the proposed facilities; and a description of the operation proposed. (11-28-90) 101. -- 199. (RESERVED)‌ 200. OPERATIONAL AGREEMENT.‌‌

  • Admission Requirements USERs and Participants are subject to the administrative and technical supervision and control of CONTRACTOR; and will comply with all applicable rules of CONTRACTOR and DOE with regard to admission to and use of the User facility, including safety, operating and health-physics procedures, environment protection, access to information, hours of work, and conduct. Participants shall execute any and all documents required by CONTRACTOR acknowledging and agreeing to comply with such applicable rules of CONTRACTOR. Participants will not be considered employees of CONTRACTOR for any purpose.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!