For purposes definition

For purposes hereof shall mean a determination by Xxxxxxx Foods that Xxxxx has (i) committed an illegal or dishonest act that directly reflects upon his fitness to act as President Xxxxxxx Foods Sales; (ii) intentionally breached his fiduciary obligations to Xxxxxxx Foods; or (iii) refused or is unable to perform his duties hereunder, other than as a result of illness or disability, for a period of thirty (30) days.
For purposes of our offer, a "business day" means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City Time. In calculating the number of shares to be accepted for payment pursuant to the procedures described in this document, we will add the total number of shares tendered at the minimum price of $29.50 to the shares tendered by stockholders who have indicated, in the appropriate box in the Letter of transmittal, that they are willing to accept the price determined in our offer. Accordingly, shares tendered at the price determined in the offer will be treated the same as shares tendered at $29.50. However, as discussed above, shares properly tendered and accepted for purchase will all be purchased at the same price, even if the purchase price we select is higher than the price at which the shares were tendered. OUR OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE "THE OFFER - 6. CONDITIONS OF OUR OFFER."
For purposes of calculating any ratio set forth in this clause (iii), if Guarantor elects pursuant to the penultimate sentence of the definition of EBITDA to include in EBITDA for the period to which such ratio relates the PRO FORMA amounts referred to in such sentence, there shall be included in Fixed Charges for such period, on a PRO FORMA basis, principal payable and interest accruing during such period on Indebtedness (and the interest portion of payments under Capitalized Lease Obligations) assumed or incurred by Guarantor and its Subsidiaries (on a consolidated basis) in connection with any Permitted Acquisition having Acquisition Consideration of more than $500,000 during such period."

Examples of For purposes in a sentence

  • For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

  • For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • For purposes of computing the foreign bidders’ NFCC, the value of the current assets and current liabilities shall be based on their audited financial statements prepared in accordance with international financial reporting standards.

  • For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.

  • For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

  • For purposes of this Section 7.5, a direct or indirect change of control of Registry Operator or any subcontracting arrangement that relates to any Critical Function (as identified in Section 6 of Specification 10) for the TLD (a “Material Subcontracting Arrangement”) shall be deemed an assignment.

  • For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.

  • For purposes of these paragraphs, a substantially responsive tender is one, which conforms to all the terms and conditions of the tender documents without material deviations.

  • For purposes of this clause, “origin” means the place where the goods are mined, grown, or produced.

  • For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

More Definitions of For purposes

For purposes of this Agreement, the "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause or Disability, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death, the Date of Termination shall be the date of Executive's death.
For purposes of this Sublease means the First Premises, the Second Premises, and the Third Premises collectively.
For purposes of calculating the Allocation Accounts contemplated by Section 2.14 hereof and without affecting the joint and several nature of the Liabilities hereunder, the Term A Loan shall be allocated as follows: ----------------------------------------------------------- Borrower Allocation of Term A Loan ----------------------------------------------------------- Xxx Xxxxxx $1,200,000 ----------------------------------------------------------- Brownstone $1,500,000 ----------------------------------------------------------- Ecology Kids $300,000 -----------------------------------------------------------
For purposes of the definitions of `Patient Injury Claims' and `Medical Services' only, the term `Facilities' shall refer to the list of properties contained on this Schedule 3.1(f)(1) as of the date of the Agreement (without giving effect to any amendment or modifications to such Schedule (whether deemed to occur by operation of a provision in this Agreement or by virtue of an actual amendment or modification) prior to the Closing), but excluding Xxxxx Xxxx Guest Homes."

Related to For purposes

  • For purposes of this Agreement fair market value" shall have the meaning ascribed to such term under the 1998 Plan; and "Target Bonus" shall mean the full amount of bonuses and/or performance compensation (other than Base Salary and awards under the 1998 Plan (including assumed awards granted under the 1987 Program and the 1997 Plan)) that would be payable to the Executive, assuming all performance criteria on which such bonus and/or performance compensation are based were deemed to be satisfied, in respect of services for the calendar year in which the date in question occurs.

  • Purposes or “goals” means the methods or educational emphases chosen by an institution to fulfill its mission. The institution’s purposes relate to why the institution was founded, its particular point of view, its unique or special character, and its relationship to the community it serves.

  • Multiple purposes in relation to a property, shall mean the use of a property for more than one purpose.

  • Common Purposes shall include the purposes of managing and maintaining the Premises, the Buildings and in particular the Common Portions, rendition of services in common to the Unit Owners, collection and disbursement of the Common Expenses and dealing with the matters of common interest of the Unit Owners and relating to their mutual rights and obligations for the beneficial use and enjoyment of their respective Units exclusively and the Common Portions in common.

  • Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

  • Public Purposes means the public purpose of financing $1,500,000.00 of building remodeling and improvement projects, consisting of projects included in the District's 2015-2016 building remodeling and improvement program;

  • Adjusted Term SOFR means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

  • Home for the aged means that term as defined in section 20106 of the public health code, 1978 PA 368, MCL 333.20106.

  • Production Purposes means using the Software (a) in a production environment, (b) generally using live data and/or applications for a purpose other than Development Purposes, (c) for multi-user prototyping, quality assurance and testing and/or (d) for backup instances. “Supported Hardware” means the hardware and platforms that are listed at (i) xxxxx:// and xxxx:// for Red Hat Enterprise Linux and Red Hat Enterprise Virtualization Subscriptions, (ii) xxxx:// for Red Hat JBoss Middleware Subscriptions, and (iii) xxxxx:// for Red Hat Gluster Storage Subscriptions and (iv) xxxxx:// for Red Hat Ceph Storage Subscriptions. “Evaluation Subscriptions” are Subscription Services provided for the sole purpose of evaluating the suitability of the Subscription Services for your future purchase from Red Hat or through one of our authorized Business Partners (“Evaluation Purposes”), and not for Production Purposes, Development Purposes or any other purpose. “Support Contact(s)” is a person authorized by you to open support requests and/or contact Red Hat support personnel.

  • Approved Purposes means the use of Data by the Provider for the purposes of providing services authorized by APS in Agreements entered into between APS and the Provider (“Authorized Services”) during the term of the SDUPA., and for no other purpose.

  • Illustration means a presentation or depiction that includes non-guaranteed elements of a policy of life insurance over a period of years and that is one of the three (3) types defined below:

  • Charitable purposes means the relief of poverty; the improvement of health through the alleviation of illness, disease, or injury; the operation of an organization exclusively for the provision of professional, laundry, printing, and purchasing services to hospitals or charitable institutions; the operation of a home for the aged, as defined in section 5701.13 of the Revised Code; the operation of a radio or television broadcasting station that is licensed by the federal communications commission as a noncommercial educational radio or television station; the operation of a nonprofit animal adoption service or a county humane society; the promotion of education by an institution of learning that maintains a faculty of qualified instructors, teaches regular continuous courses of study, and confers a recognized diploma upon completion of a specific curriculum; the operation of a parent-teacher association, booster group, or similar organization primarily engaged in the promotion and support of the curricular or extracurricular activities of a primary or secondary school; the operation of a community or area center in which presentations in music, dramatics, the arts, and related fields are made in order to foster public interest and education therein; the production of performances in music, dramatics, and the arts; or the promotion of education by an organization engaged in carrying on research in, or the dissemination of, scientific and technological knowledge and information primarily for the public.

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are:

  • public purpose means the public purpose described in the preamble to this Resolution;

  • Reference Number means ninety-eight million, one-hundred eighty-one thousand, eight hundred eighteen (98,181,818) shares of DHI Common Stock (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring after the Merger).

  • as used herein Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. Exhibit A Officer's Certificate The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of August 23, 2005, among FNB Financial Services Corporation (the "Company") and Deutsche Bank Trust Company Americas, as trustee, that, as of [date], [20__], the Company had the following ratios and balances: BANK HOLDING COMPANY As of [Quarterly Financial Dates] Tier 1 Risk Weighted Assets _________% Ratio of Double Leverage _________% Non-Performing Assets to Loans and OREO _________% Tangible Common Equity as a Percentage of Tangible Assets _________% Ratio of Reserves to Non-Performing Loans _________% Ratio of Net Charge-Offs to Loans _________% Return on Average Assets (annualized) _________% Net Interest Margin (annualized) _________% Efficiency Ratio _________% Ratio of Loans to Assets _________% Ratio of Loans to Deposits _________% Double Leverage (exclude trust preferred as equity) _________% Total Assets $_________ Year to Date Income $_________ * A table describing the quarterly report calculation procedures is provided on page __ [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended _______, 20___.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__. The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise noted therein).

  • Agreed Purposes as defined in Section 10.14.

  • Specified US Person means a U.S. Person, other than: (i) a corporation the stock of which is regularly traded on one or more established securities markets; (ii) any corporation that is a member of the same expanded affiliated group, as defined in section 1471(e)(2) of the U.S. Internal Revenue Code, as a corporation described in clause (i); (iii) the United States or any wholly owned agency or instrumentality thereof; (iv) any State of the United States, any U.S. Territory, any political subdivision of any of the foregoing, or any wholly owned agency or instrumentality of any one or more of the foregoing; (v) any organization exempt from taxation under section 501(a) of the U.S. Internal Revenue Code or an individual retirement plan as defined in section 7701(a)(37) of the U.S. Internal Revenue Code; (vi) any bank as defined in section 581 of the U.S. Internal Revenue Code; (vii) any real estate investment trust as defined in section 856 of the U.S. Internal Revenue Code;

  • (A) IN GENERAL.—The term multiple tax’ means any tax that is imposed by one State or political subdivision thereof on the same or essentially the same electronic commerce that is also subject to another tax imposed by another State or political subdivision thereof (whether or not at the same rate or on the same basis), without a credit (for ex- ample, a resale exemption certificate) for taxes paid in other jurisdictions.

  • Definition means the interpretation given by any written law to a word or expression;

  • shall mean goods" as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

  • Reference Notice means a notice given to the Water Services Regulation Authority under paragraph 11 or 14 of Condition B;

  • Project Purposes means the use of Protected Information strictly and only for purposes related to Recipient’s and its Related Parties’ participation and involvement in the Project, and only for such period of time during which Recipient and its Related Parties are involved in Project related activities.

  • Reference Tariff has the meaning given in the Access Undertaking.

  • definition of Monthly Advance" in Article I is hereby amended in its entirety to read as follows:

  • (b) As used in this section, claim' means a bill or an invoice submitted to a governmental entity for goods or services.