Net Settlement Clause Samples

Net Settlement. With the written consent of the Company and approval by the Administrator, the payment of the Grantee’s tax withholding obligations may be made via “net settlement”, whereby the Grantee elects to satisfy all applicable tax withholding requirements via issuance from Company to the Grantee an amount of shares consisting of the number of shares vested less shares withheld to cover the tax withholding obligations (“the withheld shares”). In this case, the Company will remit to the appropriate taxing authorities withheld taxes on behalf of the Grantee in an amount equal to the value of the withheld shares. The number of withheld shares will be calculated by valuing the withheld shares based upon the closing price on the applicable vesting date. Net settlement resulting in partial shares will be rounded up. Tax withholding due related to federal and state income taxes will be made at minimum withholding requirements.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1 shall be delivered by the Ceding Company to the Reinsurer no later than following the end of such Monthly Accounting Period. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within of its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company or, at the Ceding Company’s option, to the Designated Administrative Account pursuant to Section 4.3, within after its receipt of the Monthly Settlement Statement for such period;

Net Settlement. The Net Settlement with respect to any Accounting Period is equal to the following:

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1, shall be delivered by the Ceding Company to the Reinsurer no later than eighteen (18) Business Days following the end of such Monthly Accounting Period; [***]. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within twenty (20) days after its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within twenty (20) days after its receipt of the Monthly Settlement Statement for such period. (b) the Net Settlement with respect to each Monthly Accounting Period (or, with respect to items (vii) through (ix) below, each Quarterly Accounting Period) shall be an amount equal to the following (without duplication): (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities paid by the Ceding Company during such Monthly Accounting Period; plus (iii) the Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Monthly Accounting Period; minus (iv) the Expense Allowances for such Monthly Accounting Period; minus (v) the Quota Share of all amounts payable to Producers with respect to the Reinsured Contracts and described on Schedule Q; minus (vi) the Quota Share of Allocated Premium Taxes; minus (vii) the Quota Share of the MSO Modco Reserve Adjustment, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus (viii) the Quota Share of the MSO ▇▇▇▇▇ P&L, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus (ix) the Regulatory Closed Block Quarterly Settlement, which amount will only be included ...

Net Settlement. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising (all or a portion of) the Warrant by paying the Exercise Price pursuant to Section 3, the Warrantholder may elect on the Exercise Date to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being exercised) by surrender of this Warrant and the Exercise Notice annexed hereto and stating in the Exercise Notice that the Warrantholder is electing “Net Settlement” with respect to all or any part of the Warrant surrendered, in which event the Company shall promptly issue to such Warrantholder a number of Shares computed using the following formula: X = Y (A – B) Where: X = the number of Shares issuable to the Warrantholder Y = the number of Shares issuable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (as of the Exercise Date) A = the Fair Market Value of one share of the Common Stock (as of the Exercise Date) B = the Exercise Price (as of the Exercise Date) For the avoidance of doubt, if the Warrantholder elects “Net Settlement”, the provisions of Section 16 apply. All calculations under this Section 4 shall be made as if shares of Common Stock are issuable.

Net Settlement. (a) For each Quarterly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated by Schedule 2.3. The Net Settlement shall account for (i) premiums collected each calendar quarter, (ii) claims or settlements for any benefits paid, (iii) commissions paid, (iv) administrative expenses and (v) the Modco Reserve Adjustment. (b) Ceding Company shall provide Reinsurer with all information in its possession necessary to prepare the Net Settlement determinations in accordance with Schedule 2.3 no later than the tenth (10th) Business Day after the end of such Quarterly Accounting Period. Reinsurer shall then provide Ceding Company with reports detailing the Net Settlement determinations by the later of (i) the tenth (10th) Business Day after receipt from Ceding Company of the information described in the immediately preceding sentence or (ii) the twentieth (20th) Business after the end of such Quarterly Accounting Period. (c) If a Net Settlement report reflects a balance due a Party, the amount(s) shown as due shall be paid by the other Party within ten (10) Business Days of the delivery of the report. Any dispute over any amount shown on a Net Settlement report that cannot be amicably resolved by the Parties shall be resolved by the procedures set forth in Section 9.1. (d) If there is a delayed settlement of any payment due hereunder, interest will accrue at an annual rate equal to five percent (5%). For the purposes of this Section, a payment will be considered overdue, and such interest will begin to accrue, on the date which is ten (10) Business Days after the date such payment is due. Notwithstanding the foregoing, it is understood that payments to be made to Reinsurer hereunder shall be funded by corresponding withdrawals and releases of funds maintained in the SHIP Trust and Ceding Company shall not be required to advance any funds independently from its own account in respect of payment to be made to Reinsurer hereunder. If, without a breach by Ceding Company of its obligations hereunder, a delayed settlement under the terms of this Agreement is attributable in whole or in part to a delay in the effectiveness of any related withdrawal from the SHIP Trust, then such delayed payment will not be considered overdue and shall not constitute a breach by Ceding Company of its obligations hereunder and interest will not begin to accrue, until the fourth (4th) Business Day after the corresponding withdrawal from th...

Net Settlement. Not Applicable.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the com...

Net Settlement. If you elect this alternative, the Company will retain the number of shares with a Fair Market Value equal to the minimum statutory withholding requirements applicable on your Performance Units.