Free allocation rights Sample Clauses

Free allocation rights. Each outstanding Company share will grant a free allocation right. The number of free allocation rights necessary to receive a New Share will be automatically determined in accordance with the ratio between the number of the Company’s outstanding shares on the date of the execution of the Capital Increase (NTAcc) and the provisional number of New Shares, calculated in accordance with the formula established in section 2 above. Specifically, the holders of free allocation rights will be entitled to receive a New Share for each free allocation right, determined in accordance with the provisions of section 2 above (Num. rights), of which they are holders. In the event of the number of free allocation rights necessary for the allocation of a New Share (Num. rights), multiplied by the number of New Shares to be issued (NAN), resulting in a number that is lower than the number of Company’s outstanding shares on the date of execution of the Capital Increase (NTAcc), the Company will waive a number of free allocation rights equal to the difference between the two figures, to the exclusive effect that the number of New Shares is a whole number and not a fraction . The free allocation rights will be assigned to those who are legitimated in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR) on the corresponding date. The free allocation rights shall be transferable under the same conditions as the shares from which they are derived. The free allocation rights may be traded in the market during the term determined by the Board of Directors, with express power of substitution for a period of at least fifteen calendar days. During the above-mentioned period, sufficient free allocation rights may be acquired in the market and in the proportion necessary to receive New Shares.
AutoNDA by SimpleDocs
Free allocation rights. Each share in the Company in circulation shall carry a free allocation right. The number of free allocation rights required to receive a New Share (“DAG”) shall be equal to the result of dividing (i) the number of shares in the Company in circulation on the date on which the Board of Directors, with express powers, agrees to carry out the Capital Increase (“NACirc”) by (ii) the number of New Shares to be issued as a result of the Capital Increase (“NAN”), rounded up or down to the nearest whole number and, if the result is exactly half of a whole number, to the immediately larger whole number, if the result is not a whole number. If the number of free allocation rights required to allocate one New Share (DAG) multiplied by the number of New Shares to be issued (NAN) is smaller than the number of shares of the Company in circulation on the date of the Capital Increase (NACirc), the Company (or a member of its group which hold shares in the Company) shall waive a number of rights to free allocation equal to the difference between both figures, for the exclusive purpose of the number of New Shares being a whole number and not a fraction.
Free allocation rights. Each Company share in circulation shall grant a free allocation right. The number of free allocation rights necessary to receive a New Share (“FAR”) shall be equal to the result of dividing (i) the number of shares of the Company in circulation on the date on which the Board of Directors, with express powers of substitution, agrees to the execution of the Capital Increase (“NSCirc”) by (ii) the number of New Shares to be issued for the Capital Increase (“NNS”), rounded to the nearest whole number, and if the result is exactly half a whole number, to the next highest whole number, if the result is not a whole number. If the number of free allocation rights necessary for the allocation of a New Share (FAR) multiplied by the number of New Shares to be issued (NNS) results in a number less than the number of shares of the Company in circulation on the date of execution of the Capital Increase (NSCirc), the Company (or an entity in its group that, if applicable, is the holder of shares of the Company) will waive a number of free allocation rights equal to the difference between the two figures, for the sole purpose that the number of New Shares is a whole number and not a fraction.

Related to Free allocation rights

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Gross Income Allocation If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

  • Payment Allocation Subject to applicable law, your payments may be applied to what you owe the Credit Union in any manner the Credit Union chooses. However, in every case, in the event you make a payment in excess of the required minimum periodic payment, the Credit Union will allocate the excess amount first to the balance with the highest annual percentage rate and any remaining portion to the other balances in descending order based on applicable annual percentage rate.

  • Curative Allocations The allocations set forth in Sections 6.4.A(i), (ii), (iii), (iv), (v), (vi) and (vii) hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1 and 6.2 hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Holders so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the net amount of such allocations of other items and the Regulatory Allocations to each Holder shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.

  • Special Allocations The following special allocations shall be made in the following order:

  • Pension Contributions While on Short Term Disability Contributions for OMERS Plan Members When an employee/plan member is on short-term sick leave and receiving less than 100% of regular salary, the Board will continue to deduct and remit OMERS contributions based on 100% of the employee/plan member’s regular pay.

  • Risk Allocation The Product is Regulatorily Continuing.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Regulatory Allocations Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following special allocations shall be made.

Time is Money Join Law Insider Premium to draft better contracts faster.