SALE AFTER DECEMBER 31, 2003 Sample Clauses

SALE AFTER DECEMBER 31, 2003. Subject to the provisions of Section 6.1(b), during each and any calendar year beginning with the calendar year 2004, Michxxx xxxll have the right, exercisable upon notice to the Company given during the first three (3) months of such calendar year, to require the Company to purchase up to five hundred twenty-eight (528) shares of his Class A Stock (which number of shares equals approximately one percent (1%) of the number of shares of the Company's Common Stock issued and outstanding as of the date hereof), including both Option Shares and Restricted Shares, at the price provided in Section 6.7(a).
Sample 1
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SALE AFTER DECEMBER 31, 2003. Except as otherwise provided in Section 7.5, after December 31, 2003, Michxxx xxxll have the right to sell Option Shares on the public market, provided only that the maximum number of shares of Class A Stock (including both Option Shares and Restricted Shares) that Michxxx xxx xxxl in any single calendar year shall be five hundred twenty-eight (528) shares of Class A Stock (which number of shares equals approximately one percent (1%) of the number of shares of the Company's Common Stock issued and outstanding as of the date hereof).
Sample 1
SALE AFTER DECEMBER 31, 2003. During each and any calendar year beginning with the calendar year 2004, Michxxx xxxll have the right, exercisable upon notice to the Company given during the first three (3) months of such calendar year, to require the Company to purchase up to five hundred twenty-eight (528) shares of his Class A Stock (which number of shares equals approximately one percent (1%) of the number of shares of the Company's Common Stock issued and outstanding as of the date hereof), including both Restricted Shares and Option Shares, at the price provided in Section 3.5 (a).
Sample 1
SALE AFTER DECEMBER 31, 2003. Subject to the provisions of Section 6.1(b), during each and any calendar year beginning with the calendar year 2004, Dan xxxll have the right, exercisable upon notice to the Company given during the first three (3) months of such calendar year, to require the Company to purchase up to five hundred twenty-eight (528) shares of his Class A Stock (which number of shares equals approximately one percent (1%) of the number of shares of the Company's Common Stock issued and outstanding as of the date hereof), including both Option Shares and Restricted Shares, at the price provided in Section 6.7(a).
Sample 1
SALE AFTER DECEMBER 31, 2003. Except as otherwise provided in Section 7.5, after December 31, 2003, Dan xxxll have the right to sell Option Shares on the public market, provided only that the maximum number of shares of Class A Stock (including both Option Shares and Restricted Shares) that Dan xxx xxxl in any single calendar year shall be five hundred twenty-eight (528) shares of Class A Stock (which number of shares equals approximately one percent (1%) of the number of shares of the Company's Common Stock issued and outstanding as of the date hereof).
Sample 1

Related to SALE AFTER DECEMBER 31, 2003

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • Return of Contribution Nonrecourse to Other Members Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Mortgage Payments Received After Transfer Date The amount of any related Monthly Payments received by the Seller after the related Transfer Date shall be forwarded to the Purchaser by overnight mail within one (1) Business Day following the date of receipt. The Seller shall notify the Purchaser of the particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller shall assume full responsibility for the necessary and appropriate legal application of such Monthly Payments received by the Seller after the related Transfer Date with respect to related Mortgage Loans then in foreclosure or bankruptcy; provided, for purposes of this Agreement, necessary and appropriate legal application of such Monthly Payments shall include, but not be limited to, endorsement of a Monthly Payment to the Purchaser with the particulars of the payment such as the account number, dollar amount, date received and any special Mortgagor application instructions and the Seller shall comply with the foregoing requirements with respect to all Monthly Payments received by it after the related Transfer Date.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Accounting Period The Company’s accounting period shall be the calendar year.

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