Determination of Amount Sample Clauses

Determination of Amount. Subject to the provisions of Section 9.3, all determinations required to be made under this Article 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm chosen by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Employee if requested by either the Company or Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9.3 and Employee thereafter is required to make a payment of any additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee.
Determination of Amount. In lieu of the payment of the Purchase Price in the manner required by Section 1.1, the Registered Holder shall have the right (but not the obligation) to pay the Purchase Price for the Warrants being purchased with this Warrant upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Warrant having a value at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Purchase Price multiplied by the number of Warrants being purchased upon exercise ("Cashless Exercise Right"). The sum of (a) the number of Warrants being purchased upon exercise of the non-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (b) the number of Warrants underlying the portion of this Warrant being surrendered, shall not in any event be greater than the total number of Warrants purchasable upon the complete exercise of this Warrant if the Purchase Price were paid in cash. The value of the portion of the Warrant being surrendered shall equal the remainder derived by subtracting (a) the Purchase Price multiplied by the number of Warrants underlying the portion of this Warrant being surrendered from (b) the "Market Price" (as defined below) of the Warrants multiplied by the number of Warrants underlying the portion of this Warrant being surrendered. As used herein, the term "Market Price" at any date shall be deemed to be the last reported sale price of a share of Common Stock on such date, or, in case no such reported sale takes place on such date, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers ("NASD") through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market or SmallCap Market or OTC Bulletin Board or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it.
Determination of Amount. For purposes of determining the applicable currency equivalent or other rate of exchange under this Section 22.12, such amount shall include any premium and costs payable in connection with the purchase of the Obligation Currency.
Determination of Amount. In lieu of the payment of the Exercise Price in cash, the Holder shall have the right (but not the obligation) to convert this Warrant, in whole or in part, into Common Stock ("Conversion Right"), as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Warrant being converted at the time the Conversion Right is exercised by (y) the
Determination of Amount. In lieu of the payment of the Warrant Price multiplied by the number of shares of Common Stock for which Representative's Warrants are exercisable under Section 3.3.1, and in lieu of being entitled to receive shares in the manner required by Section 3.3.2, a registered holder of Representative's Warrants shall have the right (but not the obligation) to convert any exercisable but unexercised portion of said Representative's Warrants into shares of Common Stock ("Cashless Exercise Right") as follows: Upon exercise of the Cashless Exercise Right, the Company shall deliver to the registered holder (without payment by the holder of any of the Warrant Price in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Representative's Warrants being converted by (y) the "Current Market Price" (as defined below) of a share of Common Stock. The "Value" of the portion of the Representative's Warrants being converted shall equal the remainder derived from subtracting (a) (i) the Warrant Price multiplied by (ii) the number of shares of Common Stock underlying the portion of the Representative's Warrants being converted, from (b) (i) the Current Market Price of a share of Common Stock multiplied by (ii) the number of shares of Common Stock underlying the portion of the Representative's Warrants being converted. The "Current Market Price" of a share of Common Stock on any day shall mean
Determination of Amount. (a) In calculating any Loss or Expense there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). Each party agrees to use commercially reasonable efforts to make any such insurance recovery. Buyer and Seller agree that, for purposes of computing the amount of any indemnification payment under this Article XI, any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes. If Seller is required to indemnify a Buyer Group Member pursuant to the provisions of Section 11.1, and the cost, expense or liability for which the indemnification is sought under Section 11.1 has provided any Buyer Group Member with a Tax benefit actually saved or recovered, the amount of such Tax benefit that has been realized or received, after taking into consideration all costs and expenses incurred in obtaining such Tax savings, shall reduce Seller's liability to indemnify a Buyer Group Member under Section 11.1.
Determination of Amount. (a) In calculating any amount that any Indemnitor is required to pay an Indemnified Party in respect of Indemnifiable Losses provided under this Agreement, there shall be deducted any insurance recovery actually received by or on behalf of such Indemnified Party under any Policy (provided that if the insurance recovery is received following when the indemnity payment is made, the insurance recovery shall be paid over when realized). In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment by the Indemnified Party of such Indemnifiable Losses and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from such Indemnifiable Losses (provided that if the Tax benefit or cost is realized in a Tax period following the period in which the indemnity payment is made, the Tax benefit or cost amount (as the case may be) shall be paid over when realized). It is the intention of the parties to this Agreement that indemnity payments made pursuant to this Agreement are to be treated as relating back to the Cash Contribution as an adjustment to the amount of cash contributed by Gholdco to New Alpha, LLC. The parties to this Agreement shall not take any position inconsistent with such intention before any Tax authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.
Determination of Amount. Subject to the provisions of paragraph 3, below, all determinations required to be made under this Exhibit B, including whether and when an Excise Tax or a Gross-Up Payment is required, the amount of the Excise Tax and Gross-Up Payment and the assumptions to be used in arriving at such determinations, will be made, at our option, by Dole’s independent auditors or a nationally recognized executive compensation consulting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to Dole and you within 15 business days after the receipt of notice from you that there has been a Payment, or such earlier time as is requested by Dole. If the Accounting Firm is serving as accountant or auditor for the Person effecting the Change of Control, Dole will appoint another nationally recognized accounting firm to make these required determinations (which accounting firm will then be referred to as the Accounting Firm). All fees and expenses of the Accounting Firm will be borne solely by Dole. Any Gross-Up Payment, as determined under this Exhibit B, will be paid by Dole to you within five days after our receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by you, it will furnish you with a written opinion that failure to report the Excise Tax on your applicable federal income tax return will not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm will be binding upon Dole and you. If, as a result of a federal tax audit, the Internal Revenue Service asserts that the Excise Tax determined by the Accounting Firm in its calculation of the Gross Up Payment is understated, and thereby the Gross Up Payment made to you may also be understated (“Underpayment”), then you must notify Dole as provided in paragraph 3 below, and Dole has the right to contest the asserted Excise Tax underpayment as provided in paragraph 3. In the event that Dole exhausts its remedies under paragraph 3, below, and you thereafter are required to make an additional Excise Tax payment, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by Dole to you or for your benefit.
Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Shares for which this Warrant is exercisable in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Warrant into Shares (“Cashless Exercise Right”). Upon a “cashless exercise”, the Holder shall surrender this Warrant to the Company, together with a duly executed facsimile copy or a PDF copy submitted by e-mail (or e-mail attachment) of an election of purchase (the “Election to Purchase”), and the Company shall issue to the Holder the number of Shares determined as follows: X = Y (A-B)/A where: