Date on Which Exercise is Effective Each Person in whose name any certificate for Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon, and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Subsection 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Corporation are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Corporation are open.
Partial Exercise This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.
Notice to Allow Exercise by Xxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Footnotes 1 The Calendar Year Deductible (Medical Plan Deductible) may include Services on both a Copayment or Coinsurance basis and applies to all applicable Services except the Services listed below. Chiropractic Services; Covered travel expenses for bariatric surgery Services; Diabetes self-management training provided by Preferred Providers, a registered dietician or registered nurse who are certi- fied diabetes educators; Injectable contraceptive when administered by a Physician as specified in the Family Planning Services section; Internet Based Consultations; Outpatient Mental Health Care from MHSA Participating Providers for Severe Mental Illnesses or Serious Emotional Dis- turbances of a Child, including the initial visit to determine the condition and diagnosis of the Member; Outpatient routine newborn circumcision in a Preferred Providers’ office; Preferred Physician office visits; Services provided under the Outpatient Prescription Drug benefit; and Preventive Health Benefits; 2 Charges for covered Brand Name Drugs in excess of the Participating Pharmacy contracted rate do not apply to the Member Calendar Year Brand Name Drug Deductible. The Member Calendar Year Brand Name Drug Deductible must be satisfied once during each Calendar Year by or on behalf of the Member. The Member Calendar Year Brand Name Drug Deductible is separate from the Member Calendar Year Deductible (Medical Plan Deductible). The Member Calendar Year Brand Name Drug Deductible does not count towards the Member Calendar Year Deductible (Medical Plan Deductible) nor toward the Member Calendar Year Out-of-Pocket Maximum responsibility. 3 The following are not included in the Calendar Year Out-of-Pocket Maximum amount: Additional and reduced payments under the Benefits Management Program; Charges in excess of specified benefit maximums; Charges for Services which are not covered and charges by non-Preferred and MHSA Non-Participating Providers in ex- cess of covered amounts; Covered travel expenses for bariatric surgery Services; Family Planning injectable contraceptives administered by a Physician; Inpatient Hospital Facility Services for Mental Illness when Services are received from MHSA Non-Participating Provid- ers; Internet Based Consultations; Non-Emergency Services from a Non-Participating Hospital; Outpatient Mental Health Care from MHSA Participating Providers for Severe Mental Illnesses or Serious Emotional Disturbances of a Child, including the initial visit to determine the condition and diagnosis of the Member; Non-Preferred Hospital-based Inpatient Medically Necessary skilled nursing Services including Subacute Care; Outpatient Surgery from a Non-Participating Ambulatory Surgery Center; and Outpatient routine newborn circumcision in a Preferred Providers’ office; Physician office visit Copayment; Services as described in the Preventive Care Benefits section; Services provided under the Outpatient Prescription Drug benefit; The Calendar Year Medical Plan Deductible; The Calendar Year Brand Name Drug Deductible. Note: Copayments and charges for Services not accruing to the Calendar Year Out-of-Pocket Maximum Responsibility con- tinue to be the Member's responsibility after the Calendar Year Out-of-Pocket Maximum is reached. 4 Unless otherwise specified, Copayments/Coinsurance are calculated based on the Allowable Amount. 5 Other Providers are not Preferred Providers and so for Services by Other Providers you are responsible for all charges above the Allowable Amount. Other Providers include acupuncturists, nursing homes and certain labs (for a complete list of Other Providers see the Definitions section)
Rounding Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
Supplemental Pricing Documents No response Optional. If when completing Pricing Form 1 & Pricing Form 2 you direct TIPS to view additional, alternate, or supplemental pricing documentation, you may upload that documentation.
Form of Annex Party A and Party B hereby agree that the text of Paragraphs 1 through 12, inclusive, of this Annex is intended to be the printed form of ISDA Credit Support Annex (Bilateral Form - ISDA Agreements Subject to New York Law Only version) as published and copyrighted in 1994 by the International Swaps and Derivatives Association, Inc.
Notice of Liquidated Damages System Agency will formally notify Grantee in writing when liquidated damages action is imposed, stating the nature of the action, the reasons for imposing, and the method of appealing. Grantee must submit a written appeal, within ten (10) calendar days of receipt of the notice, to the SUD email box, XxxxxxxxxXxxxx.Xxxxxxxxx@xxxx.xxxxx.xx.xx.
Net Issue Exercise Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.
Annexes, Appendices and Footnotes The annexes, appendices and footnotes to this Agreement constitute an integral part of this Agreement.
