PARTIAL CASH ALTERNATIVE Sample Clauses

PARTIAL CASH ALTERNATIVE. Fnac’s offer will also include a Partial Cash Alternative pursuant to which Eligible Darty Shareholders will have the opportunity to elect to receive cash in lieu of part or all of the New Fnac Shares which such shareholders would otherwise have been entitled to receive pursuant to the terms of the Scheme (subject to pro rating in accordance with the terms of the Partial Cash Alternative). The maximum aggregate amount of the Partial Cash Alternative is £66,686,3213, which will be paid to those Eligible Darty Shareholders that make a valid election under the Partial Cash Alternative. Elections under the Partial Cash Alternative for up to a basic entitlement, details of which will be set out in the Scheme Document, will be satisfied in full. To the extent that elections under the Partial Cash Alternative in excess of the basic entitlement cannot be satisfied in full, they will be scaled down as nearly as reasonably practicable pro rata to the value which each Eligible Darty Shareholder’s valid election under the Partial Cash Alternative bears to the total aggregate value of all valid elections made under the Partial Cash Alternative. Subject to the paragraph below, Eligible Darty Shareholders who validly elect to receive the Partial Cash Alternative will receive, in lieu of each Fnac Share to which they would otherwise be entitled under the Proposed Acquisition, a cash amount equal to the volume-weighted average price of one Fnac Share for the 30 days prior to and including the last practicable date before the date of the Scheme Document (or, as appropriate, the Offer Document) applying the average £/€ exchange rate over the same period. Darty and Fnac may, however, agree to an alternative method of calculating the cash value per Darty Share which Eligible Darty Shareholders who validly elect to receive the Partial Cash Alternative will receive in lieu of each Fnac Share which they would otherwise be entitled to receive under the Proposed Acquisition. Full details of the Partial Cash Alternative including the cash value per Darty Share will be set out in the Scheme Document (or, as appropriate, the Offer Document) and in the announcement of the posting of the Scheme Document (or, as appropriate, the Offer Document). The cash value at which Eligible Darty Shareholders will be able to substitute cash for New Fnac Shares under the Partial Cash Alternative, calculated as set out above, will be set out in the Scheme Document (or the Offer Document if published in...
Sample 1
AutoNDA by SimpleDocs

Related to PARTIAL CASH ALTERNATIVE

  • Tenant Improvement Allowance Items Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively the “Tenant Improvement Allowance Items”):

  • Temporary Reduction of Downpayment When, under B8.33, Contracting Officer orders a delay or interruption of Purchaser’s Operations for more than 30 days when scheduled operations would be occurring but for the order, the downpayment amount required shall be temporarily reduced upon the written request of Purchaser or at the discretion of the Contracting Officer. For the period of the delay or interruption, the downpayment on deposit may be reduced to $1,000 or two (2) percent of the downpayment amount listed in A18, whichever is larger. Any downpayment amount temporarily reduced pursuant to this Subsection may be refunded or transferred at the request of Purchaser. However, if Purchaser has outstanding debt owed to the United States, Contracting Officer must apply the amount of downpayment that could be refunded to the debt owed in accordance with the Debt Collection Improvement Act, as amended (31 USC 3701, et seq.).

  • Disbursement of Tenant Improvement Allowance During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows.

  • Completion of Concrete Pours and Emergency Work 24.14.1 Except as provided in this sub-clause an employee shall not work or be required to work in the rain.

  • Selection of Architect/Construction Drawings Tenant shall retain the architect/space planner (the “Architect”) approved by Landlord, which approval shall not be unreasonably withheld, to prepare the Construction Drawings. Tenant shall retain the engineering consultants designated by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Premises. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications reasonably determined by Landlord, and shall be subject to Landlord’s approval. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings.

  • GOODS RE-ENTERED AFTER REPAIR OR ALTERATION 1. No Party may apply a customs duty to a good, regardless of its origin, that re-enters its territory after that good has been temporarily exported from its territory to the territory of another Party for repair or alteration, regardless of whether such repair or alteration could be performed in the territory of the Party from which the good was exported for repair or alteration.

  • Partial Payment If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

  • Supervisory Differential Adjustment 99. The Appointing Officer may adjust the compensation of a supervisory employee whose schedule of compensation is set herein subject to the following conditions:

  • Maximum Total Payment Including the reimbursable expenses shown above (if any), the maximum total payment under this Contract is $ ; this is a not-to-exceed amount, and the District will not pay more than this amount unless specifically agreed to in an amendment executed by the parties.

  • Tenant Improvement Allowance Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted

Time is Money Join Law Insider Premium to draft better contracts faster.