PROCEDURE FOR SETTLEMENT Clause Samples

PROCEDURE FOR SETTLEMENT. Except for delivery of Shares made in connection with the delivery of Initial Shares, each delivery of the Shares shall be made through the relevant Clearance System at the accounts specified by the parties on a free delivery basis, for settlement on the applicable Settlement Date in accordance with Article 9 of the Equity Definitions; provided, however, that in Section 9.2(a)(iii) of the Equity Definitions the words “the Excess Dividend Amount, if any, and” shall be deleted. Share Adjustments: Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event Extraordinary Dividend: For any fiscal quarter occurring (in whole or in part) during the period from and including the first day of the Hedge Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as determined by the Calculation Agent exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any calendar quarter, USD 0.23 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Event subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment ...

PROCEDURE FOR SETTLEMENT. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Obligated Parties) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, (including the Non-Ratable Loans and the Agent Advances) shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election: (1) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan; (2) for itself, with respect to each Agent Advance; and (3) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Pacific time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (excluding, however the Bank, in the case of Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (Pacific time) on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving...

PROCEDURE FOR SETTLEMENT. The Parties shall exert their best efforts to amicably resolve and settle any misunderstanding or breach in the terms and conditions of this Agreement or its implementation. The issue/s must be resolved within 30 days from the date of receipt of an invitation to settle an issue/s by a party. In the unlikely situation where the Parties fail to reach an amicable settlement within the 30 days or any mutual extension thereof, the resolution of the issue/s shall be submitted for arbitration, under existing laws and regulations. Post-arbitral proceedings, if necessary, shall be coursed through the appropriate court in the City of Manila.

PROCEDURE FOR SETTLEMENT