GAIN SHARE Sample Clauses

GAIN SHARE. 9.1At any time during the Term, the Supplier may make a proposal to a Contracting Body and the Authority for a new or different way of providing the Services (“Proposal”). Any Proposal must clearly state that it is submitted for consideration under this gains share provision and shall include:
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GAIN SHARE. Effective January 10th 2004, all active employees will receive between 0% to 3% lump sum, in addition to their base wage, payable on a quarterly basis, providing that plant performance, and quality metrics are met on a monthly basis. The Gain Share percentage range is based on the plant meeting attainment objectives for two (2) separate areas and overall plant sales returns quality metrics. The Company will establish these metrics and set objectives on a yearly basis. The 3% objective will be divided into three separate sub-objectives:
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GAIN SHARE. During the term of this agreement, the City may provide a one-time, non-PERSable “gain-share” bonus payment between 0.5% and 1.0% of base salary to all unit employees. Said payment will be conditioned upon each year’s year-end fiscal year budget financial results, at the discretion of the City Manager.
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GAIN SHARE. 4.1. If payment is withheld due to non-performance of the Provider, the Collaborative Forum will agree whether the freed up resource needs to be reinvested in the service or in a remedial service. Decisions to reinvest are a Reserved Matter of the Collaborative Forum.
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GAIN SHARE. During the course of the 2014 / 2015 fiscal year, the City may provide a one-time, non-PERSable “gain-share” bonus payment between 0.5% and 1.0% of base salary to all unit employees. Said payment will be conditioned upon year end 2013 / 2014 fiscal year budget financial results, at the discretion of the City Manager.
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GAIN SHARE. 34.1 Any surpluses generated by the Trust calculated by reference to Schedule 12 shall be shared between the parties once the agreed revenue reserve thresholds and annual surplus have been met as set out in Schedule 12.
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GAIN SHARE. (a) When Customer seeks to add additional blocks of business to the Set of Agreements, Customer will expect to participate in the benefits of any achieved additional productivity improvements that occur during the term and are subject to the process set forth in the Change Management Procedures.
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GAIN SHARE. This Agreement includes a Medicare Advantage Retrospective Gain Share (“Gain Share”) with Group with separate settlements for each calendar year 2023 through 2025, as well as calendar years 2026 and 2027, if applicable. Any reconciliation amount determined according to this Gain Share provision will be paid by Health Plan in a lump sum settlement. Interest will not accrue on the payments. Upon termination or non-renewal of the Agreement, Health Plan will pay Group 50% of any amount due related to the last year of coverage. The parties understand that CMS usually performs a final payment reconciliation of CMS revenue in June of the calendar year following the year of coverage and that this is a critical part of the revenue calculation. Therefore, the reconciliation and any gain share payment will occur within 60 days after the CMS final payment is released for a given calendar year. The timing is subject to change if CMS changes the schedule of its final payment. The Gain Share will be reconciled in aggregate across all retiree sub-groups and will be calculated as follows: Actual Medicare Advantage Incurred Medical Loss Ratio (MLR) Each calendar year of coverage will be measured independently If the MLR is greater than or equal to 88.0%, then There is no gain share payment If the MLR is between 86% and 88% then: Health Plan will pay a lump sum payment equal to 50% of the difference between the actual MLR and 86% If the MLR is less than 86% then: Health Plan will pay a lump sum payment equal to:  50% of the value between 86% and 88% plus  80% of the difference between the Actual MLR and 86% The Medical Loss Ratio (MLR) will be calculated as follows: [Incurred Claim Expenses + Provider Capitations + Provider/Vendor Managed Care Incentives and Payments] Divided by [CMS Revenue + Client Premium] If CMS retroactively adjusts revenues paid to Health Plan with respect to the Group’s Medicare Advantage coverage, impacting the total revenue used in the Gain Share calculation, Health Plan reserves the right to provide a revised reconciliation based on corrected CMS revenue data and the Group shall reimburse Health Plan for any overpayments. Such amounts shall be paid within one hundred twenty (120) days of receipt of the reconciliation. The maximum liability of Group is limited to the value of any gain share payments received. This provision survives the termination of this Agreement. For purposes of this Article VI, the following definitions and assumptions shall ...
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GAIN SHARE. 8.8.1 The Contracting Body(s) may require a commercial model to financially incentivise the Supplier to reduce the overall costs of operating its fleet whilst maintaining or improving the operational performance to be developed.
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Related to GAIN SHARE

  • per Share The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

  • Job Share 30.1 In order to promote flexibility in the workplace, in particular for older workers and single parents, the parties agree to consider job sharing arrangements only in accordance with this clause.

  • Return Amount Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:

  • Share In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs. Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any distributions of shares or rights, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held by the Custodian in respect of the Deposited Securities represented by such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

  • Extraordinary Dividends If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • No Fractional Share No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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