Recalculation Clause Samples

Recalculation. In computing a required minimum distribution, the Plan Administrator must use the unisex life expectancy multiples under Treas. Reg. §1.72-9. The Plan Administrator, only upon the Participant’s timely election, will compute the required minimum distribution for a distribution calendar year subsequent to the first distribution calendar year by redetermining (“recalculation” of) the Participant’s life expectancy or the Participant’s and spouse designated Beneficiary’s life expectancies as elected. However, the Plan Administrator may not redetermine the joint life and last survivor expectancy of the Participant and a nonspouse designated Beneficiary in a manner which takes into account any adjustment to a life expectancy other than the Participant’s life expectancy. A Participant must elect recalculation under this Section 6.02(C)(2) in writing and on a form the Plan Administrator prescribes, not later than the Participant’s RBD.

Recalculation. If, notwithstanding the initial application of this Section 9, the Internal Revenue Service determines that all or any portion of any Covered Payment constitutes an excess parachute payment (as defined in Section 280G(b) of the Code), this Section 9 will be reapplied based on the Internal Revenue Service’s determination, and the Executive will be required to promptly repay the portion of the Covered Payments required to avoid imposition of an excise tax under Section 4999 of the Code together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date of the Executive’s receipt of the excess payments until the date of repayment).

Recalculation. The Plan Administrator, only upon the Participant's election (under Section 6.02(C)(2)) or the Participant's surviving spouse designated Beneficiary's election, will recalculate the life expectancy of the Participant's surviving spouse not more frequently than annually. However, the Plan Administrator may not recalculate the life expectancy of a nonspouse designated Beneficiary after the Trustee commences payment to the designated Beneficiary. The Plan Administrator will apply this Section 6.02(D) by treating any amount paid to the Participant's child, which becomes payable to the Participant's surviving spouse upon the child's attaining the age of majority, as paid to the Participant's surviving spouse. A surviving spouse designated Beneficiary must elect recalculation under this ss.6.02(D)(3) in writing and on a form the Plan Administrator prescribes not later than the last day of the spouse's first distribution year.

Recalculation. The Borrower will calculate the Annual Debt Service Cover Ratio and the Senior Debt/EBITDA Cover Ratio on each Repayment Date and on the basis of the financial statements most recently delivered to the Agent pursuant to Clauses 18.1.1(a), 18.1.1(b) or as the case may be Clause 9.4.3(c)(ii). The Borrower will prepare a certificate of compliance, which shall be executed on behalf of the Borrower, in respect of the financial covenants in form and substance satisfactory to the Agent and containing details of the calculation of by the Borrower of the financial covenants enabling the Agent to ascertain compliance by the Borrower with the financial covenants.

Recalculation. 5.1 If there is an increase or decrease during the Term in the cost or risk to LeasePlan of: (a) providing repair and maintenance services under Clause 4.1 as a result of kilometres driven being in excess of the number of kilometres per annum specified in the Schedule and on which the Monthly Rental is based; (b) keeping the Vehicle registered under Clause 4.2(b); (c) providing a roadside assistance service for the Vehicle and drivers of the Vehicle under Clause 4.2(c); (d) providing insurance for the Vehicle under Clause 12; (e) providing the Vehicle arising directly or indirectly from a change in, or the implementation of, any law or regulation or administrative direction or practice; (f) providing services to the Hirer as a result of the Hirer requesting additional or reduced services to be provided, LeasePlan has the irrevocable right to increase or decrease the Monthly Rental and will give one month’s written notice to the Hirer of its intention to so increase or decrease the Monthly Rental. 5.2 LeasePlan will annually perform a cost analysis and if a Vehicle’s annualised kilometre travel has or is forecast to differ from the kilometres specified in the Schedule, LeasePlan has the irrevocable right to increase or decrease any items which make up the Monthly Rental and will give one month’s written notice to the Hirer of such increase or decrease in the Monthly Rental, where the kilometre variance has resulted in increased or decreased costs or risks.

Recalculation. Notwithstanding the foregoing, AMS may further recalculate the Fees on the basis set out in this Agreement and may adjust (either upwards or downwards) the Fees subject to a notice period of at least 90 days.

Recalculation. On the Original Closing Date and on the first day of each calendar quarter, commencing with the calendar quarter beginning October 1, 1995, at such other times as may be requested by the Majority Lenders or the Metra Agent, and at such other time or times as Agent may deem appropriate for the purposes of determining distributions, voting, or any other act under this Agreement to which each Existing Lender's Pro Rata Share may be relevant, the Agent shall recalculate (a "Recalculation") each Existing Lender's Existing Contingent Indebtedness, Existing Loans and Metra Obligations on the basis of Reallocation Certificates most recently submitted pursuant to SECTION 2.13 to determine the amount of each such Existing Lender's Exposure as of each such date (the "Periodic Exposure"). For purposes of voting and of making distributions pursuant to SECTION 2.11, the Agent shall use the Pro Rata Shares and Pro Rata Shares of Deferred Interest determined as of the Original Closing Date until the next Recalculation, and thereafter the Agent shall use the Pro Rata Shares and Pro Rata Shares of Deferred Interest determined as of the most recent Recalculation. In the event that any such Reallocation Certificate states that any Reductions in Liabilities have occurred then the Agent shall: (a) recalculate each Existing Lender's Pro Rata Share; (b) indicate to each Existing Lender who shall have experienced Reductions in Liability, the amount, if any, by which such Existing Lender has received distributions pursuant to this Agreement in excess of the amount such Existing Lender would otherwise be entitled to receive under this Agreement (calculated other than for purposes of accruing interest and fees, as if such Reduction in Liability had occurred before July 1, 1995) and the amount of Obligations, if any, to be purchased by such Existing Lender pursuant to SECTION 12.5(b) by reason of any Reductions of Liability (in which event such Existing Lender shall promptly comply with its obligations under SECTION 12.5(b) of this Agreement); and (c) comply with the Agent's obligations regarding the Contingent Indebtedness Account as more particularly described in SECTION 2.11 above. In the event that any such Reallocation Certificate states that any Conversion Events have occurred, then the Agent shall (a) determine the amount of interest then due and payable on account of any Existing Loans which may have been created by such Conversion Event and so advise the Borrowers and (b) com...

Recalculation. In computing a required minimum distribution, the Plan Administrator must use the unisex life expectancy multiples under Treas. Reg. ss.

Recalculation. (a) If FibroGen completes a public offering at a price which establishes a market valuation for FibroGen less than eighty million dollars ($80,000,000), .then any payments to Medarex hereunder based upon a market capitalization of FibroGen of eighty million dollars ($80,000,000) or more pursuant to Section 4.4.1(ii) shall be recalculated based upon the market valuation of FibroGen determined by the public offering price and Medarex shall be entitled to the incremental additional shares which Medarex would have received had the prior payment(s) been calculated on the basis of a market valuation determined by the public offering price based on the average of the high and low trading prices of FibroGen’s stock within ninety (90) business days prior to the date of payment. (b) In the event that FibroGen restructures its business into one or more entities and if Medarex is entitled to receive a proportionate interest in the spun off entity, then the value of the payments pursuant to Sections 4.4.1 and 4.4.2 above shall be considered the aggregate of the value of the stock of the spun off entity and the value of the FibroGen stock; provided, however, that in the case that FibroGen is a public company and the spun off entity (the “New Entity”) is a private company, Medarex shall only receive subsequent license or milestone equity payments in the form of the public company stock, valued without regard to the New Entity.