Calculation Procedures Sample Clauses

Calculation Procedures. (a) Except as expressly provided herein, for purposes of calculating compliance with any test under this Agreement in connection with the acquisition or disposition of a Loan Asset or Permitted Investment, the settlement date (and not the trade date) with respect to any such Loan Asset or Permitted Investment under consideration for acquisition or disposition shall be used to determine whether such acquisition or disposition is permitted hereunder.
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Calculation Procedures. 5.1 Process for compensation calculation Following the Discontinuation Date, the Calculation Procedures shall be completed as follows:
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Calculation Procedures. For purposes of calculating the total number of shares of Common Stock available under this Plan for grants of Awards, (i) the grant of an Award of Options, Restricted Shares, SARs or a Performance Award shall be deemed to be equal to the maximum number of shares of Common Stock which may be issued under the Award, (ii) the total number of shares of Common Stock with respect to which Awards may be granted under this Plan shall be increased by the number of Restricted Shares issued under this Plan pursuant to the 2003 Exchange Offer (as defined in Section 8(b)) in exchange for surrendered options that were granted under other option plans of the Company or its Subsidiaries; and (iii) subject to the provisions of Sections 4(b) and 4(c), there shall again be available for Awards under this Plan all of the following: (A) shares of Common Stock represented by Awards which have been cancelled, forfeited, surrendered or terminated or which expire unexercised (other than Restricted Shares granted in the 2003 Exchange Offer in exchange for surrendered options that were granted under other option plans of the Company or its Subsidiaries); (B) the excess portion of variable Awards which become fixed at less than their maximum limitations; and (C) the number of shares of Common Stock delivered in full or partial payment of the exercise price of any Option granted under this Plan; provided, however, that shares so delivered by an Employee in full or partial payment of the exercise of his/her Option shall not reduce the number of Options granted to the Employee in any Plan Year for purposes of Section 4(c)(i); and provided further that in no event shall the aggregate number of shares issued or delivered pursuant to the exercise of Incentive Stock Options exceed 16,000,000 shares.”
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Calculation Procedures. All calculations and determinations required under Section 1 of this Agreement shall be made in writing in good faith by a “Big 4” or other nationally recognized independent accounting firm reasonably acceptable to the Company and the Executive (the “Accounting Firm”), which shall provide detailed supporting calculations to the Company and the Executive. The Company and the Executive shall provide the Accounting Firm with such information and documents as the Accounting Firm may reasonably request in order to make any such calculation or determination. The Company and the Executive also agree to cooperate generally and in good faith regarding such determinations. For purposes of making the calculations and determinations required by this Agreement, the Accounting Firm may rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G of the Code and Section 4999 of the Code. For purposes of Section 1, the Accounting Firm shall assume that the Executive pays federal income tax at the highest marginal rate of federal income taxation in the applicable year and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence in the applicable year, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. The Accounting Firm’s determinations shall be final and binding on the Company and the Executive. The Company shall be responsible for all fees and expenses incurred by the Accounting Firm in connection with the calculations and determinations required by Section 1 of this Agreement.
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Calculation Procedures. This Section is intended for illustration ______________________ purposes only based on the assumptions set forth herein.
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Calculation Procedures. Calculation of a Portfolio’s output for purposes of the Output Guaranty, Existing System Portfolio Warranty and New System Portfolio Warranty shall be performed as follows:
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Calculation Procedures. For purposes of calculating the total number of shares of Common Stock available under this Plan for grants of Options, (i) the grant of an Option shall be deemed to be equal to the maximum number of shares of Common Stock which may be issued under the Option and (ii) subject to the provisions of Sections 3(b) and 3(c), there shall again be available for Options under this Plan all of the following: (A) shares of Common Stock represented by Options which have been cancelled, forfeited, surrendered or terminated or which expire unexercised; (B) the number of shares of Common Stock delivered in full or partial payment of the exercise price of any Option granted under this Plan; provided, however, that shares so delivered by an Outside Director in full or partial payment of the exercise of his/her Option shall not reduce the number of Options granted to the Outside Director in any Plan Year for purposes of Section 3(c).
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Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to any payments on any other assets included in the Collateral, with respect to the sale of Collateral Loans, and with respect to the income that can be earned on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
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Related to Calculation Procedures

  • ESCALATION PROCEDURES 48.1 The Standard Practices outlines the escalation process which may be invoked at any point in the Service Ordering, Provisioning, and Maintenance processes to facilitate rapid and timely resolution of disputes.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Auction Procedures (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Date (the “Notice Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities (USA) LLC (“CSS”) (which form of notice is attached hereto as Exhibit A) and at least two other entities listed on Schedule A hereto (which Schedule A may be amended by delivery of a revised Schedule A by CSS to the Auction Administrator) or any successors thereof (together with CSS, the “Dealers”) selected by CSS by the Notice Date and request that they solicit bids from third-party investors, which may include Dealers (the “Bidders”). The Auction Administrator will contact the Dealers via Exhibit A and request that they solicit Qualifying Bids (as defined below) from the Bidders for the purchase of all or a portion of the Auction Notes, and will request that the Bidders respond to the Dealers, who in turn will convey such bids to the Auction Administrator, by 11:00 AM New York time on the second Business Day prior to the Auction Payment Date (the “Bid Date”). The Auction Administrator will instruct the Dealers to instruct the Bidders that (i) the bids must be submitted on an unconditional basis, (ii) the bids should be submitted as a percentage of par (after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated on the Auction Payment Date, and (iii) the price to be paid in connection with a winning bid must be deposited into the Auction Proceeds Account (as defined in Section 3(a) of this Agreement) not later than 11:00 AM New York time on the Auction Payment Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying Bid"). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Date to the Bidder (or its designee) of the Auction Notes of each Class on which such Bidder is bidding in the event that such Bidder is the winning Bidder.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement.

  • Evaluation Procedures 7.2.1 Evaluation procedures designed to fairly and adequately assess performance of full- time faculty employees shall be established and reviewed annually by the Vice President, after consultation with appropriate faculty groups at divisional/departmental meetings for their recommendations.

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

  • Notification Procedures To address non-compliance, the receiving Competent Authority would notify the providing Competent Authority pursuant to Article 5 of the IGA. The notification procedures would differ depending upon whether the receiving Competent Authority seeks to address administrative or other minor errors or significant non-compliance.

  • Transaction Procedures All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

  • Payment Procedures Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

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