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. (i) 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 “Monthly 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 in shall be delivered by the Ceding Company to the Reinsurer no later than following the end of such Monthly Accounting Period. Subject to Section 3.3(c), if the amount of the Monthly 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; provided, that, notwithstanding the foregoing, If the amount of the Monthly 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 of its receipt of the Monthly Settlement Statement for such period.

Net Settlement. If you elect this alternative, the Company will retain the number of Shares with a Fair Market Value equal to the required withholding Taxes applicable on your Performance Units, provided that such withholding can be no more than the maximum withholding rate applicable to each jurisdiction for which the Company is required to withhold.

Net Settlement. Notwithstanding any provision of the Severance Plan to the contrary, if any Time-Vesting Equity Awards (as defined in the Severance Plan) for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan (including upon the Separation Date) constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, because Executive is retirement eligible under the terms of the agreements governing such Time-Vesting Equity Awards, then the restricted stock units subject to such Time-Vesting Equity Awards shall be vested as of the Separation Date, but the Shares underlying such restricted stock units shall be delivered to Executive on the date(s) the restricted stock units subject to such Time-Vesting Equity Awards would have otherwise vested, as provided in the grant notice attached to the award agreement pursuant to which the applicable Time-Vesting Equity Awards were granted and not in accordance with the rules governing such delivery that are set forth in clause (A) of Section 5.1(h)(i) of the Severance Plan; provided, that, for the avoidance of doubt, the Shares underlying the restricted stock units subject to the Time-Vesting Equity Award granted to Executive as of March 3, 2020 for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan shall be delivered to Executive on the dates set forth in Section 5.1(h) of the Severance Plan. In addition, Shares underlying the restricted stock units subject to the time-vesting Special Award Agreement for which vesting is accelerated to the Separation Date shall be delivered to Executive on December 1, 2023. The Company hereby acknowledges and agrees that any and all applicable federal, state and local income, employment, payroll and other withholding and tax obligations related to the Equity Awards (including the restricted stock units subject to the Special Award Agreements) (beyond those which have already been fulfilled) shall be satisfied by using a net settlement mechanism whereby the Company will withhold a number of Shares that would otherwise be issued to Executive as permitted under the terms of the applicable equity-based plans. Subject to its legal and regulatory obligations, the Company will reasonably cooperate with Executive regarding any tax issues, including (i) seeking a refund or offset for the Company’s prior withholding of taxes pre-paid on unvested restricted stock units subject to Equity Awards (including the ...

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) and (viii) 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.

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. 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 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 Accounting Period. If the amount of the Net Settlement for an Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company no later than the time it is required to deliver the Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Quota Share of Recoveries actually received by the Ceding Company during such Accounting Period; minus (ii) the Reinsured Liabilities payable by the Reinsurer during such Accounting Period. (c) To the extent that the Reinsurer makes any direct payments out of the Separate Accounts to or on behalf of the Ceding Company or otherwise makes any direct payment on behalf of the Ceding Company in each case in respect of Reinsured Liabilities or the Existing Reinsurance Premium in respect of an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as Administrator or otherwise, the amount of any such payments shall be excluded from the calculation of the Net Settlement and shall no longer be due the Ceding Company. (d) To the extent the Reinsurer receives any Recoveries in respect of an 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 and shall no longer be due from the Ceding Company. To the extent that the Ceding Company receives any Recoveries in respect of an Accounting Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the comple...

Net Settlement. Not Applicable.