Targeted Peg Sample Clauses

Targeted Peg. Seller and Buyer have agreed upon a targeted net asset value of the Company as of the Closing Date based on agreed-upon adjustments (“GAAP Adjustments”) to conform more closely to Generally Accepted Accounting Principles (“GAAP”) equal to $4,301,293 as set forth on Schedule 1.3 (the “Targeted Peg”). Capitalized terms referred to in this Section 1.3(b) or 1.3(c) if not otherwise defined shall have the meaning given or implied on Schedule 1.3. The methodology for arriving at the Targeted Peg consists of: (i) taking the Non GAAP Net Asset Value (as set forth on Schedule 1.3) based on the Company’s Unadjusted March 2003 Balance Sheet (as defined in Section 4.6); and (ii) making GAAP-required reserves and accruals (the “Additional Accruals”) as set forth on Schedule 1.3 for items such as payroll expenses, payroll-related expenses, commissions, vacation, holiday pay, sick leave, worker’s compensation, property taxes, sales taxes, federal income taxes and state income taxes (it being understood that the Additional Accruals described thereon are estimates only and that at Closing, such Additional Accruals shall be adjusted to reflect the amount necessary to pay the actual obligations of the Company with respect to such items as of the Closing Date, whereas the Estimated Reserves identified on Schedule 1.3 are agreed-upon reserves reflecting Buyer’s and Seller’s mutual agreement of actual asset value) to arrive at the adjusted balance sheet, referred to on Schedule 1.3 as the “Latest Balance Sheet GAAP”; and then (iii) deducting the unrestricted cash (rather than actual cash) to determine the Targeted Peg. The determination of the unrestricted cash is based on making agreed-upon adjustments to actual cash, as set forth on Schedule 1.3.
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Related to Targeted Peg

  • Target 3.1 The target is set out in Schedule 6 to this Agreement, as varied from time to time. 3.2 Whether the target has been met must be determined in accordance with Rule 6. 3.3 The Secretary of State may carry out a review of the sector commitment during 2016 for the target periods 1st January 2017 to 31st December 2018 and 1st January 2019 to 31st December 2020. The target may be varied to take account of the review in accordance with the procedure set out in Rule 12. 3.4 The target may also be varied in accordance with Rules 6, 9, 10 and 11.

  • Target Population TREATMENT FOR ADULT (TRA) Target Population

  • Project/Milestones Taxpayer provides refrigerated warehousing and logistic distribution services to clients throughout the United States. In consideration for the Credit, Taxpayer agrees to invest in a new refrigeration and distribution facility in the XxXxxxxxx Park area of Sacramento, California, and hire full-time employees (collectively, the “Project”). Further, Taxpayer agrees to satisfy the milestones as described in Exhibit A (“Milestones”) and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full-time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” Taxpayer may use the salaries of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” the salary of any full-time employee that is not employed by Taxpayer for the entire taxable year shall be annualized. In addition, the salary of any full-time employee hired to fill a vacated position in which a full-time employee was employed during Taxpayer’s Base Year shall be disregarded.

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Milestone Event Milestone Payment [***] [***]

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Goals & Objectives The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Customer by Centre. The goal of this Agreement is to obtain mutual agreement for IT service provision between Centre and Customer. The objectives of this Agreement are to:  Provide clear reference to service ownership, accountability, roles and/or responsibilities.  Present a clear, concise and measurable description of service provision to the Customer.  Match perceptions of expected service provision with actual service support & delivery.

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Targets and Milestones You may choose to develop specific additional targets and milestones which assess your performance in ITT over time – particularly if ITT trainees make up a significant proportion of your overall student body. Alternatively, you may have targets and milestones in your existing 2012-13 access agreement which you now also wish to apply to undergraduate and/or postgraduate ITT trainees. These targets may be statistical – based on how representative your entrants are and/or your retention performance – and might include annual or interim milestones to help you monitor whether you are making progress. You may wish to include criteria around the numbers of trainees in receipt of a full or partial maintenance grant, as financial data will need to be collected to determine bursary support and the data will also be accessible through the Student Loans Company for HEBSS subscribers. You may also wish to consider the TDA guidance at Annex C which gives information on specific groups that are underrepresented in the teaching profession.

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