Compliance with Section Sample Clauses
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Compliance with Section. 409A OF THE INTERNAL REVENUE CODE. The Award is intended to comply with section 409A of the Code to the extent subject thereto, and shall be interpreted in accordance with section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under section 409A of the Code and becomes payable by reason of your termination of employment or service with the Company shall be made to you until your termination of employment or service constitutes a separation from service within the meaning of section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under section 409A of the Code, you shall not be entitled to any payments upon a termination of your employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 7 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the Code.
Compliance with Section. 4(2). The Subscriber understands and agrees that the following restrictions and limitations are applicable to his, her or its purchase of the Units, are being sold to him, her or it in reliance on the exemption from registration contained in Section 4(2) of the Securities Act and/or the rules and regulations promulgated thereunder:
A. None of the Units, Unit Shares, Warrants and Warrant Shares may be sold, pledged, hypothecated or otherwise transferred unless they are registered, or otherwise exempt from registration, under the Securities Act and applicable state securities laws.
B. Until an effective registration statement is in place, a legend in substantially the following form will be placed on any certificates representing the Units, Unit Shares, Warrants or Warrant Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE CORPORATION) SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
C. Stop transfer instructions to the transfer agent, if any, of the Units, Unit Shares, Warrants or Warrant Shares have been or will be placed with respect to the such securities so as to restrict resale, pledge, hypothecation or other transfer thereof, subject to the provisions hereof, including the provisions of the legend referred to in subparagraph B above.
Compliance with Section. 162(m) OF THE CODE To the extent that any provision of the Plan or an Agreement, or any action of the Committee, may result in the application of Section 162(m)(1) of the Code to compensation payable to a Grantee or Optionee, such provision or action shall be deemed to be null and void, to the extent permitted by law and deemed advisable by the Committee. The Committee shall have the authority to override the application of this Article by an action duly approved or ratified by the Committee and reflected in the Committee's records.
Compliance with Section. 409A of the Internal Revenue Code of 1986, as amended
Compliance with Section. 90-5-114 of the Act. The Borrowers have complied with Section 90-5-114 of the Act in connection with the Financed Property to the extent financed with proceeds of the Series 2021 Bonds, and the Borrowers shall comply with the requirements set forth in Section 90-5-114 of the Act and any construction or other contract required to be entered into by a Borrower in order to comply with such provision of the Act shall contain the provisions regarding prevailing wages and preference for Montana law as set forth therein.
Compliance with Section. 5.1 of the Credit Agreement for the Fiscal Quarter ending September 30, 2003; PROVIDED, that the waiver in this Section 2(b) shall cease to be of any further force and effect (and any Default or Event of Default that would have otherwise been waived by this Section 2(b) shall continue to constitute a Default or Event of Default, as the case may be) if any of the following conditions are not satisfied:
(i) the Borrower's Net Revenue for the four Fiscal Quarters ending on the last day of such Fiscal Quarter shall be not less than $250,000,000; and
(ii) in the event the Borrower's Net Revenue for the four Fiscal Quarters ending on the last day of such Fiscal Quarter is less than $280,000,000 but equal to or greater than $250,000,000, the Administrative Agent shall have received from the Borrower concurrently with the delivery of the Borrower's Compliance Certificate for such Fiscal Quarter pursuant to Section 6.1(d) of the Credit Agreement, for the ratable benefit of the Lenders party to the Credit Agreement, a waiver fee equal to 0.125% of the sum of each such Lender's (A) Commitment as of the date of delivery of such Compliance Certificate and (B) Ratable Portion of the principal amount of Term A Loans and Term B Loans outstanding on the date of delivery of such Compliance Certificate.
Compliance with Section. 409A The provisions of this Agreement are intended to satisfy the requirements of Code Section 409A and will be interpreted in a manner that is consistent with such intent. Without limiting the generality of the foregoing, the Company and Executive agree that, to the extent any payments made upon Executive’s termination of employment pursuant to Section 4.2 (including by reason of Section 4.3) or Section 4.4 that constitute deferred compensation subject to Code Section 409A, Executive’s entitlement to such payments shall be conditioned upon Executive’s termination of employment constituting a Separation from Service of Executive as defined in Section 4.10.”
8. Except as amended by the preceding provisions of this Amendment, the Original Agreement shall remain in full force and effect according to its terms.
9. This Amendment will be governed by, and construed in accordance with, the laws of the State of California, without reference to principles of conflict of laws.
Compliance with Section. 16(A) OF THE SECURITIES EXCHANGE ACT Section 16(a) of the Securities Exchange Act requires reports (on Form 3, Form 4 and Form 5) by each of the Company's directors, "executive officers" and 10% beneficial owners of transactions in any of the Company's securities (e.g., purchases, gifts or sales of the Company's securities, stock option grants and/or exercises, etc.) that are "beneficially owned" by such persons. Please describe below any transactions or changes in your security holdings during the past fiscal year (or if you became an officer, director or 10% beneficial owner during the past fiscal year, two fiscal years) and state whether or not such transactions were timely reported on a Form 3, 4 or 5. Timely Transaction Reported? -------------------------- ANSWER:
Compliance with Section. 16. Prior to the Effective Time, the Company shall take all action reasonably necessary to approve the disposition of the Company Options and other awards in accordance with this Section 3.4 so as to exempt such dispositions under Rule 16b-3 of the Exchange Act. By adopting and approving this Agreement, the Board of Directors of the Company shall be deemed to have approved and authorized each and every arrangement with respect to the Option Plans and other plans, programs, agreements or arrangements as may be deemed necessary or appropriate to give effect to the provisions of this Section 3.4.
Compliance with Section. VII-6 6. Transport Facility ............................................................................................................... VII-6 6.1 Service Description................................................................................................. VII-6 6.2 Categories/Types ................................................................................................... VII-7 7. SS7 Transport and Signaling ............................................................................................... VII-7 8. LIDB Services .................................................................................................................... VII-7 9. Database 800-Type Services ............................................................................................... VII-7 10. Data Switching................................................................................................................... VII-7 10.1 Access ................................................................................................................. VII-7 10.2 Nondiscrimination................................................................................................... VII-7 10.3 Testing, Monitoring, Administration and Maintenance ................................................ VII-7 11. Operator Services (OS) and Directory Assistance (DA).......................................................... VII-7 11.1 Customized Routing ............................................................................................... VII-8 12. Advanced Intelligent Network Access (AIN)........................................................................... VII-8 13. Nondiscrimination Provision and Support .............................................................................. VII-8 14. Provisioning Intervals .......................................................................................................... VII-8