GUARANTEED SHARES Sample Clauses

GUARANTEED SHARES. On each of January 1, 2006 and July 1, 2006, subject to Section 1.3 below, each Member shall receive the number of shares of Company Convertible Preferred Stock equal to the product of (A) multiplied by (B), where (A) equals such Member's Percentage Interest and (B) equals 125,000 shares of Company Convertible Preferred Stock (the "Guaranteed Shares").
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GUARANTEED SHARES. In the event that the Closing Price per share of the Guaranteed Shares on the date that the Registration Statement is first declared effective by the SEC (the "Registration Price Per Share") is less than Thirty-Four Dollars and Sixty-Five Cents ($34.65) (the "Guaranteed Share Price") (or, in the event that a Change of Control occurs prior to October 31, 2000, the Guaranteed Share Price shall be an amount equal to Thirty-Four Dollars and Sixty-Five Cents ($34.65) divided by the exchange ratio offered to other AppNet shareholders for their AppNet Common Stock), AppNet shall deliver certified funds to the Stockholders' Representative, within three (3) business days after the date that the Registration Statement is declared effective by the SEC, in an amount equal to the difference between the Guaranteed Share Price and the Registration Price Per Share, multiplied by the number of Guaranteed Shares actually delivered at Closing; PROVIDED, HOWEVER, that in the event that the Registration Price Per Share is equal to or greater than the Guaranteed Share Price, AppNet shall not be required to deliver any such additional amounts. For purposes of this Agreement, "Closing Price" shall mean the closing sale price of a share of AppNet Common Stock or, in the event that a Change of Control has been consummated prior to October 31, 2000, the closing sale price of the stock received in exchange for the AppNet Common Stock, each as reported on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported thereby, another authoritative source as chosen by AppNet or the Acquiror, as the case may be). Notwithstanding the foregoing, in the event that any consideration other than Substituted Shares is received by any Stockholders in the Change of Control transaction, the amount of such consideration received with respect to the Guaranteed Shares shall reduce, on a dollar-for-dollar basis, any amounts required to be paid pursuant to this Section 5.12(c)."
Sample 1
GUARANTEED SHARES. Guaranteed Share accommodations will be monitored and available only within state, federal and country regulations and may not be available at time of travel. Guaranteed Share accommodations are only available on Cosmos Europe, Cosmos North America and Cosmos South America (without extensions). GUARANTEED SHARE MATCH By selecting a share accommodation, you are authorizing The Company to match you with another participant as your roommate for the duration of your trip. The roommate pairing will be of the same sex and roommates will be assigned at time of travel. If no roommate pairing is available, The Company will cover the single supplement. Share accommodations are not available on all trips. GUARANTEED SHARE LIABILITY, DISPUTES & INCOMPATIBILITY The Company is not liable for any roommate pairing compatibility and, by accepting and purchasing a share accommodation, you waive any claims against The Company and assume all inherent risks in being assigned a roommate. The Company is not responsible for any disputes between roommates (such as sleep patterns, snoring, noise, air-conditioning or other such personal comfort requirements, etc.). Any dispute between roommates is your responsibility to resolve. During the trip, alternate single arrangements, if available, may be secured but are never guaranteed. You are responsible for covering any extra expenses resulting from changing your rooming arrangements on trip. Payment in full will be required immediately upon securing new accommodations. TRANSPORTATION
Sample 1
GUARANTEED SHARES. Guaranteed Share accommodations will be monitored and available only within state, federal and country regulations and may not be available at time of travel. Guaranteed Share accommodations are only available on Cosmos Europe, Cosmos North America and Cosmos South America (without extensions). GUARANTEED SHARE MATCH By selecting a share accommodation, you are authorizing The Company (and/or the tour operator if applicable) to match you with another participant as your roommate for the duration of your trip. The roommate pairing will be of the same sex and roommates will be assigned at time of travel. If no roommate pairing is available, The Company (or the tour operator if applicable) will cover the single supplement. Share accommodations are not available on all trips. GUARANTEED SHARE LIABILITY, DISPUTES & INCOMPATIBILITY The Company (or the tour operator if applicable) is not liable for any roommate pairing compatibility and, by accepting and purchasing a share accommodation, you waive any claims against The Company (and/or the tour operator if applicable) and assume all inherent risks in being assigned a roommate. The Company (and/or the tour operator if applicable) is not responsible for any disputes between roommates (such as sleep patterns, snoring, noise, air- conditioning or other such personal comfort requirements, etc.). Any dispute between roommates is your responsibility to resolve. During the trip, alternate single arrangements, if available, may be secured but are never guaranteed. You are responsible for covering any extra expenses resulting from changing your rooming arrangements on trip. Payment in full will be required immediately upon securing new accommodations. TRANSPORTATION
Sample 1
GUARANTEED SHARES. In the event that the Closing Price per share of the Guaranteed Shares on the date that the Registration Statement is first declared effective by the SEC ("Registration Price Per Share") is less than Twenty-Three Dollars ($23) (the "Guaranteed Share Price"), AppNet shall deliver certified funds to the Stockholders' Representative, within three (3) business days after the date that the Registration Statement is declared effective by the SEC, in an amount equal to the difference between the Guaranteed Share Price and the Registration Price Per Share, multiplied by the number of Guaranteed Shares actually delivered at Closing. In the event that the Registration Price Per Share is equal to or greater than the Guaranteed Share Price, AppNet shall not be required to deliver any such additional amounts. For purposes of this Agreement, "Closing Price" shall mean the closing sale price of a share of AppNet Common Stock as reported on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported thereby, another authoritative source as chosen by AppNet).
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Related to GUARANTEED SHARES

  • Guaranteed Delivery If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - such tender is made by or through an Eligible Institution; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - the Share Certificates (or a Book-Entry Confirmation) for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

  • Daily Guarantee (a) Subject to the provisions of subsection (c), an employee reporting for a scheduled shift on the call of the Employer, shall receive the employee's regular hourly rate of pay for the entire period spent at the place of work, with a minimum of two (2) hours' pay at the regular hourly rate.

  • Guarantor The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with any Indebtedness.

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