Settlement Amount. If the Non-Defaulting Party has declared an Early Termination Date pursuant to Section 7.2(b), the Non-Defaulting Party shall have the right to (i) accelerate all amounts owing between the Defaulting Party and the Non-Defaulting Party and to liquidate and terminate the undertakings set forth in this Agreement as between the Defaulting Party and the Non-Defaulting Party; and (ii) withhold any payments due to the Defaulting Party under this Agreement pending payment of the Termination Payment. The Non-Defaulting Party will calculate, in a commercially reasonable manner, the Settlement Amount with respect to the Defaulting Party’s obligations under the Agreement and shall net the Settlement Amount in the manner provided for in Section 7.3(c).
Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP Load changes as may have occurred since the previous calendar year.
Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal:
(i) if the Grantee has not incurred a Service Termination prior to the first Vesting Date, the number of shares of Common Stock that vest on the first Vesting Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and
(ii) if the Grantee incurs a Service Termination on or prior to March 15, 2010 and there is no Effective Registration in place, the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.
Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as the Early Termination Date to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections (i), (ii), (iii), (iv), (v), (vi), (vii), and (viii) of Section 5.1 of this Agreement. The Non- Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. ☐ The DS Supplier may, in its sole discretion, select the notional quantity in the following subsection 5.4(a)(1) by checking this box. If the DS Supplier does not check the box to select subsection 5.4(a)(1) it will be deemed to be excluded from this Agreement.
Settlement Amount. See §2.9.1.
Settlement Amount. With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of crude oil, multiplied by the difference between the contract price per barrel specified in this Agreement (the “Contract Price”) and the market price per barrel of crude oil on the date the Liquidating Party terminates this Agreement (the “Market Price”). If the Market Price exceeds the Contract Price in a Commodity Transaction, the selling party shall pay the Settlement Amount to the buying party. If the Market Price is less than the Contract Price in a Commodity Transaction, the buying party shall pay the Settlement Amount to the selling party. If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due.
Settlement Amount. The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:
(A) if the Company elects Physical Settlement, the Company shall deliver to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate, together with cash in lieu of any fractional shares of Common Stock pursuant to Section 4.03(b);
(B) if the Company elects (or is deemed to have elected) Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive VWAP Trading Days during the related Conversion Period; and
(C) if the Company elects (or is deemed to have elected) Combination Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, an amount of cash and number of shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive VWAP Trading Days during the related Conversion Period.
Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each vesting date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock.
Settlement Amount. 5.1. In consideration for the terms and conditions of this Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs paid to Class Counsel; Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount.
5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any correctible errors or omissions in determining the settlement amounts to be paid to Claimants or to individuals who were not, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals.
5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; and
Settlement Amount. 32. Subject to the provisions hereof, and in full, complete, and final settlement of the Collective Actions as provided herein, the DENSO Defendants shall pay or cause to be paid the Total Settlement Amount of USD $2,100,000. The Direct Purchaser Plaintiff(s) have allocated $273,783.26 of the Total Settlement Amount for this Action. The Total Settlement Amount shall be paid in United States Dollars as a single lump-sum payment into an escrow account to be administered in accordance with the provisions of Paragraph 33 of this Agreement (“DENSO General Holdings QSF”) within thirty (30) days following the later of (i) the date the court grants Preliminary Approval in all of the Collective Actions or (ii) the date the DENSO Defendants are provided with the account number, account name, and wiring information for the DENSO General Holdings QSF. Thereafter, Settlement Class Counsel shall direct that the Settlement Amount be transferred to a segregated escrow account established specifically for the Released Part (“Wire Harness Products Escrow Account”). No part of the Total Settlement Amount paid by the DENSO Defendants shall constitute, nor shall it be construed or treated as constituting, a payment for treble damages, fines, penalties, forfeitures, or punitive recoveries.
