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A five definition

A five year warrant (the "Warrant") to purchase 4,000 shares of Common Stock at $1.50 per share (the "Warrant Shares") shall be issued to each Holder. The Warrants shall be substantially in the form of Exhibit D hereto. It is understood and agreed that the Warrants and the Warrant Shares have not been registered under the Act, and that the Warrants may not be exercised by or on behalf of any U.S. Person unless the Warrant Shares have been registered under the Act and any applicable state securities law in the United States or exemptions from such registration are available. It is a condition to the exercise of the Warrants that (a) any Warrant Shares issuable upon such exercise will not be delivered within the United States except in circumstances constituting an "offshore transaction" (as defined in Rule 902(i) of Regulation S under the Act) or unless such shares have been registered under the Act or an exemption from registration is available, and (b) the holder exercising the Warrants must deliver to the Company (i) a written certification, attached hereto as Exhibit E, that such holder is not a U.S. Person and (ii) if requested by the Company, a written opinion of counsel, acceptable in form and substance to the Company's counsel, to the effect that the Warrants and the Warrant Shares issuable upon the exercise thereof have been registered under the Act and any applicable state securities law in the United States or are exempt from registration thereunder.
Sample 1

Related to A five

  • Step Five If there is no satisfactory resolution at fourth step then the matter may, within thirty (30) days, be referred to an Arbitrator.

  • Daily One Month LIBOR means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period.

  • Three-Month LIBOR means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on April 30, 2018, 2.920%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

  • Distribution Calendar Year means a calendar year for which a minimum distribution is required. The first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant’s Required Beginning Date and the last Distribution Calendar Year is the calendar year that contains the Participant’s date of death. The required minimum distribution for the Participant’s first Distribution Calendar Year shall be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.

  • One-Month LIBOR With respect to the Class A Certificates, the Mezzanine Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest II-LTM11 and any Accrual Period therefor, the rate determined by the Trust Administrator on the related Interest Determination Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In such event, the Trust Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date, two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If on such Interest Determination Date, fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the higher of (i) One-Month LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the priorities described above, One-Month LIBOR for an Interest Determination Date would be based on One-Month LIBOR for the previous Interest Determination Date for the third consecutive Interest Determination Date, the Trust Administrator shall select, after consultation with the NIMS Insurer, an alternative comparable index (over which the Trust Administrator has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party.

  • Six-Month LIBOR The average of interbank offered rates for six-month U.S. dollar deposits in the London market based on quotations of major banks.

  • Three-Month Term SOFR Conventions means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “Floating Interest Period”, timing and frequency of determining Three-Month Term SOFR with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Company decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Company decides that adoption of any portion of such market practice is not administratively feasible or if the Company determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Company determines is reasonably necessary).

  • Regular Season means, with respect to any Season, the period beginning on the first day and ending on the last day of regularly scheduled (as opposed to exhibition or playoff) competition between NBA Teams.

  • Semi-Annual Period means each of: the period beginning on and including January 1 and ending on and including June 30; and the period beginning on and including July 1 and ending on and including December 31.

  • 3-Month LIBOR has the meaning set forth in Section 2.10.

  • (2) SECRETARY.—The term Secretary’ means

  • (4) SECRETARY.—The term Secretary’ means

  • Semi-Annual Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions--Semi-Annual Distributions" in the Prospectus Part I for a Trust.

  • Interest-Only Period means the period from and including the first Borrowing Date and through and including the sixteenth (16th) Payment Date following the first Borrowing Date.

  • Arterial street means any United States or state numbered route, controlled access highway, or other major radial or circumferential street or highway designated by local authorities within their respective jurisdictions as part of a major arterial system of streets or highways.

  • ANNUAL RATE ADJUST: MONTHLY P&I : 1,887.88 OUTSIDE CONV DATE : LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/27 CURRENT INT RATE: 7.50000 PRODUCT CODE : 002 LTV : 68.35400 ---------------------------------------------------------------- 0 0031056096 MORTGAGORS: CLEVENGER RALPH CLEVENGER CATHERINE REGION CODE ADDRESS : 2751 KENSINGTON PLACE 01 CITY : CARSON CITY STATE/ZIP : NV 89703 MORTGAGE AMOUNT : 358,500.00 OPTION TO CONVERT : UNPAID BALANCE : 357,966.21 ANNUAL RATE ADJUST: MONTHLY P&I : 2,506.69 OUTSIDE CONV DATE : LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/27 CURRENT INT RATE: 7.50000 PRODUCT CODE : 002 LTV : 76.27600 ---------------------------------------------------------------- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,469,050.00 P & I AMT: 10,468.15 UPB AMT: 1,466,944.93 1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C ISSUE DATE: 11/01/97 P.O. BOX 5260 TMS AG0004971130 00 01 PAGE: 231 CHERRY HILL, N.J. 08034 (800) 257-7818 0 ---------------------------------------------------------------- 0 0031056112 MORTGAGORS: CONNELLY MICHAEL CONNELLY TERRI REGION CODE ADDRESS : 5010 PASEO DE LAS TORTUGAS 01 CITY : TORRANCE STATE/ZIP : CA 90505 MORTGAGE AMOUNT : 293,300.00 OPTION TO CONVERT : UNPAID BALANCE : 292,905.07 ANNUAL RATE ADJUST: MONTHLY P&I : 2,152.14 OUTSIDE CONV DATE : LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/27 CURRENT INT RATE: 8.00000 PRODUCT CODE : 002 LTV : 77.18400 ---------------------------------------------------------------- 0 0031056120 MORTGAGORS: FRENCH D. FRENCH CHARLENE REGION CODE ADDRESS : 3117 CALLE NOGUERA 01 CITY : SANTA BARBARA STATE/ZIP : CA 93105 MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT : UNPAID BALANCE : 250,518.73 ANNUAL RATE ADJUST: MONTHLY P&I : 1,798.20 OUTSIDE CONV DATE : LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/27 CURRENT INT RATE: 7.75000 PRODUCT CODE : 002 LTV : 78.43700 ---------------------------------------------------------------- 0 0031056146 MORTGAGORS: KOCH DAVID KOCH CYNTHIA REGION CODE ADDRESS : 4818 DALEWOOD DRIVE 01 CITY : EL DORADO HILLS STATE/ZIP : CA 95762 MORTGAGE AMOUNT : 269,000.00 OPTION TO CONVERT : UNPAID BALANCE : 268,655.76 ANNUAL RATE ADJUST: MONTHLY P&I : 2,020.91 OUTSIDE CONV DATE : LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/27 CURRENT INT RATE: 8.25000 PRODUCT CODE : 002 LTV : 94.99900 ---------------------------------------------------------------- 0 0031056161 MORTGAGORS: KILPATRICK ROBERT MANGAN MICHELE REGION CODE ADDRESS : 4647 MONTIEL TRUCK TRAIL 01 CITY : JAMUL STATE/ZIP : CA 91935 MORTGAGE AMOUNT : 249,200.00 OPTION TO CONVERT : UNPAID BALANCE : 248,832.31 ANNUAL RATE ADJUST: MONTHLY P&I : 1,785.30 OUTSIDE CONV DATE : LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/27 CURRENT INT RATE: 7.75000 PRODUCT CODE : 002 LTV : 80.00000 ---------------------------------------------------------------- 0 0031056294 MORTGAGORS: CARTER KAREN

  • Three-Month LIBOR Rate means the rate determined in accordance with the following provisions:

  • 2001 CSO Mortality Table means that mortality table, consisting of separate rates of mortality for male and female lives, developed by the American Academy of Actuaries CSO Task Force from the valuation basic mortality table developed by the Society of Actuaries Individual Life Insurance Valuation Mortal- ity Task Force, and adopted by the NAIC in December 2002. The 2001 CSO mortality table is included in the Proceedings of the NAIC (2nd Quarter 2002) and is supplemented by the 2001 CSO preferred class structure mortality table and may be obtained from the office. Unless the context indicates otherwise, the “2001 CSO mortality table” includes both the ultimate form of that table and the select and ultimate form of that table and includes both the smoker and nonsmoker mortality tables and the composite mor- tality tables. It also includes both the age−nearest−birthday and age−last−birthday bases of the mortality tables.

  • Semi-annual (2/Year) sampling frequency means the sampling shall be done during the months of June and December, unless specifically identified otherwise.

  • Highest Required Investment Category (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.

  • Adjusted One Month LIBOR Rate means, an interest rate per annum equal to the sum of (i) 1.00% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the Screen Rate at approximately 11:00 a.m. London time on such day.

  • Following Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day;

  • Federal Fiscal Year means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government.

  • Annual Period means each twelve (12) month period commencing on the Effective Date and, thereafter, on each anniversary of the Effective Date.

  • Semi-annual (2/Year) sampling frequency means the sampling shall be done during the months of June and December, unless specifically identified otherwise.

  • Quarterly Floating Rate Period means, for the initial Quarterly Floating Rate Period, the period commencing on September 20, 2018 and ending on and including December 19, 2018, and thereafter the period from and including the day immediately following the end of the immediately preceding Quarterly Floating Rate Period to but excluding the next succeeding Quarterly Commencement Date.

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