IAA Sample Clauses

IAA. IAA hereby fully, irrevocably, absolutely and unconditionally guarantees, for the benefit of the Company, the prompt and complete payment and performance by IAA US Subsidiary of its obligations when due under this Agreement and any other agreements between IAA US Subsidiary and the Company (collectively, the “IAA US Subsidiary Obligations”) in accordance with the terms hereof. This guaranty shall be a full, unconditional, irrevocable, absolute and continuing guaranty of payment and performance of the obligations of IAA US Subsidiary. If IAA US Subsidiary fails to perform any IAA US Subsidiary Obligations requiring payment, in whole or in part, when such IAA US Subsidiary Obligations are due, IAA shall promptly pay such IAA US Subsidiary Obligations in lawful money of the United States. IAA shall pay such amount within five (5) Business Days of receipt of demand for payment from the Company. The Company may enforce its rights under this guaranty without first suing IAA US Subsidiary or joining IAA US Subsidiary in any suit against IAA, or enforcing any rights and remedies against IAA US Subsidiary or otherwise pursuing or asserting any claims or rights against IAA US Subsidiary or any other Person or entity or any of its or their property which may also be liable with respect to the matters for which IAA is liable hereunder.
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IAA. If you have used a different definition or methodology to establish these rates, please provide the Ministry with your new definition and methodology, and an explanation of why your institution has changed it: Student Retention Rates 2006-07 2007-08 2008-09 Student Retention Rate from 1st to 2nd year for new full-time fall degree-seeking registrants applying on the basis of credentials other than high- school credentials and registering to first-entry undergraduate programs delivered face-to-face at the Sudbury Campus (the year in the column heading indicates the year of return) 77% 79% 81% Student Retention Rate from 2nd to 3rd year for new full-time fall degree-seeking registrants applying on the basis of credentials other than high- school credentials and registering to first-entry undergraduate programs delivered face-to-face at the Sudbury Campus (the year in the column heading indicates the year of return) 84% 85% 87% * The Ministry would prefer to receive information on student retention rates from 2nd to 3rd year and the rate from the 3rd to the 4th year, but will accept the student retention rate after the 2nd year. These retention rates are based on the same definition as the ones described in the 2005-06 Interim Accountability Agreement. However, we plan to focus our retention efforts on new degree-seeking adult students, with academic credentials other than high school credentials.
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IAA. Except as set forth in Section 3(e) of the Disclosure Schedule, the Company holds of record and owns beneficially 100% of the outstanding units of limited liability company interests of IAA, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any of Company, IAA, and IAJ to sell, transfer or otherwise dispose of any limited liability company interests of IAA or that could require IAA to issue, sell or otherwise cause to become outstanding any of its own limited liability company interests. There are no outstanding unit appreciation, phantom units or similar rights with respect to IAA. Except as set forth in Section 3(e) of the Disclosure Schedule, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any limited liability company interests of IAA.
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IAA. If you have used a different definition or methodology to establish these rates, please provide the Ministry with your new definition and methodol- ogy, and an explanation of why your institution has changed it: The CSRDE collects data for seven cohort years. The data looks at first year through seventh year retention for first-time full-time students as well as four-year, five-year and six-year graduation rates. UOIT supports the CSRDE in principle and plans to participate in the data exchange when graduation data becomes available. Student Retention Rates 2006-07 2007-08 2008-09 1st to 2nd Year 2nd to 3rd Year* 3rd to 4th Year* * The Ministry would prefer to receive information on student retention rates from 2nd to 3rd year and the rate from the 3rd to the 4th year, but will accept the student retention rate after the 2nd year.
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IAA. If you have used a different definition or methodology to establish these rates, please provide the Ministry with your new definition and methodology, and an explanation of why your institution has changed it: At Waterloo, our goal is to retain each student we register. We endeavour to admit students of the highest quality, to support them through their academic years and to counsel them appropriately on their academic choices. However, our target and our actual expectations are considerably different. There are many ways to measure retention; since CSRDE is an accountability tool that MTCU recognizes as both valid and valuable, we have decided to use the CSRDE methodology to help us set appropriate and more realistic projections for retention. Note: CSRDE does not produce retention rates for third to fourth year. Student Retention Rates 2006-07 2007-08 2008-09 1st to 2nd Year Not less than 90% Not less than 90% Not less than 90% 2nd to 3rd Year* Not less than 85% Not less than 85% Not less than 85% * The Ministry would prefer to receive information on student retention rates from 2nd to 3rd year and the rate from the 3rd to the 4th year, but will accept the student retention rate after the 2nd year.
Sample 1
IAA.  Alabama: IAA calls for the Title V agency to maintain a care coordination system that ensures Medicaid-eligible children receive appropriate services and that Medicaid will reimburse the Title V agency for these services. In turn, the Title V agency agrees to reimburse Medicaid the state share of costs associated with providing CC/CM services.  California: IAA calls for the provision of CC/CM to assure the provision of high quality health care by organizations and providers who meet professional practice standards.  Connecticut: IAA calls for the CYSHCN Regional Medical Home Support Centers to assist Pediatric Primary Care Providers with CC/CM of CYSHCN who have high severity needs.  Florida: IAA calls for Medicaid to form a staff and statewide advisory group with the Title V agency to oversee the implementation of CC/CM.  Illinois: The Title V agency is to obtain the necessary appropriation for outreach and CC/CM activities; provide payment to agencies performing CC/CM activities; submit to Medicaid a draft of the next fiscal year Family Case Management Contract Attachment. Medicaid is to maintain a hotline to address CC/CM client concerns.  Iowa: First IAA defines the responsibilities of the parties in assessment, planning, and CC/CM activities related to the recipients of EPSDT. Third IAA calls for the Title V agency to develop and maintain local capacity for MCH services and to provide Medicaid information and CC/CM to EPSDT clients. (Note: Iowa has 3 separate IAAs).  Kentucky: IAA deals primarily with CC/CM services and lists as its objective to provide Medicaid reimbursement for targeted CC/CM services for Medicaid eligible recipients including children in custody of the state and, adults who may require protective services from the state, and for rehabilitative services.  Mississippi: IAA lists as its objective to provide CC/CM and extended services through approved case management agencies over the state to those pregnant/postpartum women and infant Medicaid beneficiaries.  Missouri: Specific IAA (Prenatal Case Management and/or Service Coordination for Pregnant Women) deals primarily with CC/CM services and lists as its objective “to provide the most efficient, effective, and cost effective administration of Title XIX case management services.” (For more examples of how state IAAs treat CC/CM, see xxxx://xxx.xxxxxxxxxx.xxxx/IAA/resources/T5T19_Examples_Case_Management.pdf) Emerging Opportunities under Health Reform The Patient Protection...
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IAA. If you have used a different definition or methodology to establish these rates, please provide the Ministry with your new definition and methodology, and an explanation of why your institution has changed it:
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IAA. IAA shall include IA American Life Insurance Company and any subsidiary, parent or affiliate.
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IAA. (a) Strengthening IAA to enable it to better train students for the final stages of the CPA examinations, through the provision of overseas and local training for trainers, acquisition of library books, periodicals and other library equipment, computers, other office equipment and vehicles.
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Related to IAA

  • Listing of Underlying Shares and Related Matters If the Company applies to have its Common Stock or other securities traded on any stock exchange or market, it shall include in such application the Shares and the Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. Thereafter, the Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on such exchange or market and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such exchange or market, as applicable.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Authorized Capital; Options, etc The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Treatment of Company Equity Awards (a) Except as provided in Section 2.4(d), as of the Effective Time, each option to purchase Company Common Stock (a “Company Stock Option”) granted under any Company Equity Plan that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Parent and shall be converted into a stock option (a “Parent Stock Option”) to acquire Parent Stock in accordance with this Section 2.4. Each such Parent Stock Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable Company Equity Plan, in any award agreement or in such Company Stock Option by reason of this Agreement or the Transactions). As of the Effective Time, each such Parent Stock Option as so assumed and converted shall be for that number of whole shares of Parent Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by the Stock Award Exchange Ratio, which product shall be rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Company Stock Option immediately prior to the Effective Time by the Stock Award Exchange Ratio, which quotient shall be rounded down to the nearest whole cent; provided, however, that each Company Stock Option (A) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (B) shall be adjusted in a manner which complies with Section 409A of the Code.

  • Treatment of Company Options Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

  • Treatment of Company Warrants Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

  • Authorized Capital; Options The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

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