General Rules Sample Clauses

General Rules. 1.1 Unless the context clearly indicates otherwise, the definitions set forth in this Article of this Agreement shall apply to the entire Agreement and all attachments incorporated by reference herein into this Agreement. A defined term intended to convey the meaning stated in this Agreement is capitalized when used. 1.2 Additional definitions that are specific to the matters covered in a particular Article, attachment or provision may appear in that Article, attachment or provision. To the extent that there is any difference of interpretation between a definition set forth in this Agreement and any definition in a specific Article, attachment or provision, the definition set forth in the specific Article, attachment or provision shall control with respect to that Article, attachment or provision. 1.3 Capitalized terms that are not otherwise defined in this Article or elsewhere within the Agreement but are defined in the Telecommunications Act of 1996 (Act) and/or the orders and rules implementing the Act shall have the meaning set forth in the Act or in such orders and rules. 1.4 Terms used in a Tariff shall have the meanings stated in the Tariff. 1.5 Unless the context clearly indicates otherwise, any term defined in this Agreement which is defined or used in the singular shall include the plural, and any term defined in this Agreement which is defined or used in the plural shall include the singular. 1.6 The words “shall” and “will” are used interchangeably throughout the Agreement and the use of either indicates a mandatory requirement. The use of one or the other shall not confer a different degree of right or obligation for either Party.

General Rules. A deferred compensation account established under this Section 13 may be credited with interest or other forms of investment return, as determined by the Committee. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this Section 13.

General Rules. Ownership of Restricted Shares shall not vest in the Recipient, and shall be subject to forfeiture until the conditions of Section 2(b) and (c) or Section 4 are fully satisfied. For purposes of this Agreement, the following concepts shall be defined as follows: (i) the lapse of restrictions on the Recipient's rights with respect to the Restricted Shares granted hereunder shall be referred to as "Vesting"; (ii) the period between the Grant Date and the date of Vesting shall be referred to as the "Vesting Period"; and (iii) the date Vesting occurs shall be referred to as the "Vesting Date."

General Rules. Except as otherwise provided in Section 6.3(b), for each Fiscal Year, items of Company income, gain, loss, deduction and expense shall be allocated, for federal, state and local income tax purposes among the Members in the same manner as the Net Income (and items thereof) or Net Loss (and items thereof) of which such items are components were allocated pursuant to Section 6.2.

General Rules a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt ...

General Rules. Exhibitors must confine their activities to their contracted space. Exhibitors shall follow all rules and regulations of the conference hotel and MSCA relating to the conference.

General Rules. Online Services to which this OST applies may be granted according to one of the following licensing schemes (specifying the authorized use), as specified in the Product Portfolio if available, and as determined in the applicable Transaction Document: ⮚ System License Online Services to which this OST applies are granted for use on Machines by the Users (and Extended Enterprise Users, as applicable) only in the country for which the DS Offerings are ordered. However, (i) Users, whose usual workplace is located in the same country as the country where such use of the Online Services has been authorized, may use the Online Services in any other country (subject inter alia to the export and re-export laws and regulations provisions of the Agreement) for purposes of a business trip of a maximum of thirty (30) consecutive days and (ii) DS may authorize, on a case-by-case basis, the use of certain Online Services by the Users (and Extended Enterprise Users, as applicable) on a Remote Access mode. It is agreed that, notwithstanding anything to the contrary provided in the Documentation, software components packaged and delivered by DS as part of a given DS Offering: ⮚ shall solely be used together and as part of such DS Offering and ⮚ shall not be used standalone and/or for other purposes than the ones for which such DS Offering has been marketed and granted to Customer by DS. If a patent invention is implemented in the DS Offering for which a right to use or access is granted pursuant to the Agreement, DS hereby grants Customer a non-exclusive license on the applicable patent limited to the use of such DS Offering.

General Rules. This OST does not apply to the Online Services listed below in Table 1 that are covered by the latest Release of the OST for 3DEXPERIENCE Online Services, together with its additional terms. 3DEXPERIENCE Works Learner 6NP-LWKLX-OC Online Services to which this OST applies may be granted according to one of the following licensing schemes (specifying the authorized use), as specified in the Product Portfolio if available, and as determined in the applicable Transaction Document: ⮚ Credit Based ⮚ Named User Based Online Services to which this OST applies are granted for use on Machines by the Users (and Extended Enterprise Users, as applicable) only in the country for which the 3DS Offerings are ordered. However, (i) Users, whose usual workplace is located in the same country as the country where such use of the Online Services has been authorized, may use the Online Services in any other country (subject inter alia to the export and re-export laws and regulations provisions of the Agreement) for purposes of a business trip of a maximum of thirty (30) consecutive days and (ii) 3DS may authorize, on a case-by-case basis, the use of certain Online Services by the Users (and Extended Enterprise Users, as applicable) on a Remote Access mode. All Users (and Extended Enterprise Users, as applicable) must have an account created on 3DEXPERIENCE Edu Space (▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/), a platform which enables Customer to train its Users (and Extended Enterprise Users, as applicable) on how to use the 3DS Offerings. Each User (and Extended Enterprise Users, as applicable) can launch all of the courses included in the Online Services as specified in the related Transaction Documents. Customer, Users and Extended Enterprise Users, as applicable, are not authorized to download the Online Services on their computers or on any hardware device. Customer will have access to a private space, called the “Customer domain”, created on 3DEXPERIENCE Edu Space and specifying the number of courses included in the Online Services ordered by Customer. Any additional Online Services ordered by Customer will be included within its “Customer domain”. Customer may request to replace Named User(s) or Extended Enterprise Named User(s), as applicable, as necessary to reflect permanent personnel change(s), provided that the number of individuals authorized to use the Online Services does not exceed the maximum number of rights granted to Customer for such Online Services, and reassignments do...

General Rules. The Code places significant tax consequences on Executive and Company if the total payments made to Executive due, or deemed due, to a “change in control” (as such term is defined in Section 280G(b)(2)(A)(i) of the Code and the regulations adopted thereunder) exceed prescribed limits. For example, if Executive’s “Base Period Income” is $100,000 and Executive’s “Total Payments” exceed 299% of such Base Period Income (the “Cap”), Executive will be subject to an excise tax under Section 4999 of the Code of 20% of all amounts paid to him in excess of $100,000. In other words, if Executive’s Cap is $299,999, he will not be subject to an excise tax if he receives exactly $299,999. If Executive receives $300,000, he will be subject to an excise tax of $40,000 (20% of $200,000). In the event such a consequence occurs, for any reason, due to this Agreement or otherwise, Company shall pay to Executive a “Gross-up Payment” equal in amount to the sum of: (1) the excise tax liability of Executive on the Total Payments; and (2) all the total excise, income, and payroll tax liability of Executive on the Gross-up Payment, further increased by all additional excise, and income, and payroll tax liability thereon, which increase shall be part of the Gross-up Payment for purpose of computing the Gross-up Payment. Company shall indemnify and hold Executive harmless from such additional tax liability for the income and payroll tax arising from the Gross-up Payment and all excise tax arising with respect to compensation and other payments made to Executive under this Agreement and excise, income, and payroll tax on the Gross-up Payment, and all penalties and interest thereon. The purpose and effect of the Gross-up Payment is to cause Executive to have the same net compensation after income, excise, and payroll taxes that Executive would have if there was no tax under Section 4999. In order to enable Company to calculate the amount of the Gross-Up Payment, Executive shall provide Company with a letter from an attorney or accountant (collectively a “Tax Professional”) acceptable to Company providing Company with all of the information necessary to calculate the Gross-Up Payment. If the Tax Professional selected by Executive is unacceptable to Company, Executive shall provide the necessary information to a Tax Professional selected by Company, with the information to be held in confidence by such Tax Professional. The Tax Professional will then provide Company, at Company’s expense...