Trust Shares. 2.1. The Trust agrees to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. For purposes of this Section 2.1, the Company shall be the designee of the Trust for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust’s designated transfer agent receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day (“Trade Date plus 1”). Notwithstanding the foregoing, the Company shall use its best efforts to provide the Trust’s designated transfer agent with notice of such orders by 9:30 a.m. Eastern Time on Trade Date plus 1. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission, as set forth in the Trust’s prospectus and statement of additional information. Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter the “Board”) may refuse to permit the Trust to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.
Trust Shares. 2.1. The Trust agrees to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. For purposes of this Section 2.1, the Company shall be the designee of the Trust for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust's designated transfer agent receives notice of such order by 10:00 a.
Trust Shares. (a) On or before the earlier of (i) 75 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Company shall deliver to the Custodian a computerized file showing the Actuarial Contribution of each Qualifying Policy. The Custodian shall calculate, on behalf of the Company, the number of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII of the Plan, provided, however, that the Company shall be responsible to the Trust Beneficiaries for any calculations made by the Custodian.
(b) As of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it.
(c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Plan.
(d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pu...
Trust Shares. 2.1. The Trust agrees to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. For purposes of this Section 2.1, the Company shall be the designee of the Trust for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust's designated transfer agent receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day ("Trade Date plus 1"). Notwithstanding the foregoing, the Company shall use its best efforts to provide the Trust's designated transfer agent with notice of such
Trust Shares. 2.1. The Trust agrees to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. The Company shall be the agent of the Trust for the limited purpose of receiving and accepting purchase and redemption requests on behalf of the Accounts for shares of those Portfolios made available hereunder, and receipt on any day Business Day by the Company as such limited agent of the Trust prior to the time that the Trust ordinarily calculates its net asset value as described from time to time in the Trust prospectus (which as of the date of execution of this Agreement is 4:00 p.m. Eastern Time) shall constitute receipt by the Trust on that same Business Day; provided that the Trust’s designated transfer agent receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day (“Trade Date plus 1”). Notwithstanding the foregoing, the Company shall use its best efforts to provide the Trust’s designated transfer agent with notice of such orders by 9:30 a.m. Eastern Time on Trade Date plus 1. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission, as set forth in the Trust’s prospectus and statement of additional information. Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter the “Board”) may refuse to permit the Trust to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. Any such refusal, suspension, or termination will be effected with respect to all Participating Insurance Companies in the Trust’s sole discretion and to the extent allowed under applicable law. The Trust will provide prompt notice to the Company of any such refusal to permit the Trust to sell shares of any Portfolio to any person, or suspension or termination of the offering of shares of any Portfolio.
Trust Shares. Section 1.1. Subject to Article IX and the terms set forth in the Trust’s registration statement, as may be amended from time to time, the Trust agrees to make shares of the Funds available for purchase by the Company and the Separate Accounts indefinitely, and the Distributor agrees to sell such shares to the Company and the Separate Accounts to the extent made available by the Trust, at the applicable net asset value per share (“NAV”) on each Business Day pursuant to the rules of the SEC. The Trust will execute purchase orders placed for each Separate Account on a daily basis at the NAV of each Fund computed after receipt by the Trust or its designee of such order. At Company’s request, the Trust agrees to redeem for cash any full or fractional shares of the Fund held by the Company and Separate Accounts, on a daily basis at the NA V computed after receipt by the Trust or its designee of the request for redemption. However, if one or more Funds has determined to settle redemption transactions for all of its shareholders on a delayed basis (more than one Business Day, but in no event more than five Business Days, after the date on which the redemption order is received, all consistent with Section 22(e) of the 1940 Act and any rules or orders of the SEC thereunder), the Trust shall be permitted to delay sending redemption proceeds to Company by the same number of days that the Trust is delaying sending redemption proceeds to the other shareholders of the Funds; provided that in no event may any delay by the Trust in paying redemption proceeds cause the Company or Separate Accounts to fail to meet its obligations under Section 22(e) of the 1940 Act, or require the Company to pay redemption proceeds out of its general account. For purposes of this Section 1.1, Company shall be the agent of the Distributor for receipt of purchase orders and redemption requests from each Separate Account and receipt by Company by the earlier of 4:00p.m. (Eastern time) or the close of regular trading on the New York Stock Exchange (or such other time that the Trust determines the NAV as set forth in the prospectuses for the Funds) constitutes receipt by the Trust on that day, provided the Trust or the Trust’s agent receives notice of net purchase orders or net redemption requests by 10:00 a.m. (Eastern time) on the next following Business Day or such later time as permitted by this Section 1.1. Upon the request of the Trust, Company shall provide to the Trust, copies of record...
Trust Shares. The Company agrees to repurchase and ------------ cancel all shares of the Company's capital stock held in the Hyseq One Trust prior to or concurrently with the Second Closing Date for the East Coast Purchaser.
Trust Shares. 1.1 Dataquad agrees and hereby does sell and issue to Xxxxxx Seven Hundred Thousand (700,000) shares of its Common Stock, $0.001 par value (the "Dataquad Trust Shares"), for consideration in the amount of One Hundred Eighty Thousand Two Hundred Fifty Dollars ($180,250); and
1.2 LibraryCard agrees and hereby does sell and issue to Xxxxxx Seven Hundred Thousand (700,000) shares of its Common Stock, $0.001 par value (the "LibraryCard Trust Shares"), for consideration in the amount of One Hundred Thousand Two Hundred Fifty Dollars ($100,250). The Dataquad Trust Shares and the LibraryCard Trust Shares are herein collectively referred to for convenience sake as the "Trust Shares".
1.3 The Trust Shares sold and issued to Xxxxxx under Sections 1.1 and 1.2 shall be registered in the name of and be owned of record and beneficially by Xxxxxx.
1.4 Xxxxxx is not obligated to sell and issue any or all of the Trust Shares to any recipients; however, if Xxxxxx does elect to sell and transfer any of such Trust Shares from time to time prior to the Possible Retransfer Date, Xxxxxx shall only sell, transfer such Trust Shares to recipients thereof pursuant to and in accordance with applicable Federal and state securities laws including as provided for in Section 5 of this Agreement.
Trust Shares. You hereby acknowledge the transfer by the Company to you of 60,000 Trust Shares. In the event the Company has not completed offerings of its equity securities raising aggregate gross proceeds of at least an additional CDN$5 million by August 1, 2006, the Company will transfer to you 25,000 Trust Shares on the last day of each additional month following August 1, 2006 that the Company has not raised gross proceeds from equity securities offerings of at least an additional CDN$5 million. All Trust Shares issued to pursuant to this Section 8 will be subject to repurchase by the Company pursuant to Section 17.
Trust Shares. 2.1. The Trust agrees to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. The Company shall transmit such orders, via facsimile or other manner requested by the Trust or its designee, to the Trust or its designee(s). For purposes of this Section 2.1, the Company shall be the designee of the Trust for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust’s designated transfer agent receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day (“Trade Date plus 1”). Notwithstanding the foregoing, the Company shall use its best efforts to provide the Trust’s designated transfer agent with notice of such orders by 9:30 a.m. Eastern Time on Trade Date plus 1. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission, as set forth in the Trust’s prospectus and statement of additional information. Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter the “Board”) may refuse to permit the Trust to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.
