Accounting Considerations Sample Clauses

Accounting Considerations. Notwithstanding anything contained herein or in any Award Agreement to the contrary, except with respect to redemptions pursuant to Article XI, the sale or other disposition (whether pursuant to a call right, put right or otherwise) of Class B Units shall be delayed (and the terms upon which such sale or disposition occurs shall be modified) to the extent the Company determines that such delay or modification is necessary for the award pursuant to which such Class B Units were made to be classified as an equity award under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (or any applicable successor standards).
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Accounting Considerations. Notwithstanding anything contained herein or in any Award Agreement to the contrary, the sale or other disposition (whether pursuant to a call right, put right or otherwise) of Management Units shall be delayed (and the terms upon which such sale or disposition occurs shall be modified) to the extent the Company determines that such delay or modification is necessary for the award pursuant to which such Management Units were made to be classified as an equity award under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (or any applicable successor standards).
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Accounting Considerations. (a) In computing the Average Operating Income, (i) intercompany accounting charges that relate to general overhead allocations by OHM to the Company shall be excluded from such computation, (ii) intercompany accounting charges that relate to services actually provided by or caused to be provided by OHM to or for the direct benefit of the Company shall be included in such computation, including, without limitation, charges relating to employee benefits provided to employees of the Company, insurance, professional services and bonding fees and (iii) the financial impact of acquisitions which result in a business combination with the Company shall be excluded from such computation, unless (A) it is agreed upon in advance by OHM and Bennxx Xxxxx, Xx. xx he is employed as an executive of the Company at the time of such acquisition (or Executive, if Bennxx Xxxxx, Xx. xx not employed as an executive of the Company at such time and Executive is employed as an executive of the Company at such time, or Scotx Xxxxx,xx Bennxx Xxxxx, Xx. xxx Executive are not employed as executives of the Company at such time and Doxex xx employed as an executive of the Company at such time) (the "Shareholder Representative"), that such acquisition will be included in computing the Average Operating Income and (B) the financial performance levels set forth in section 4.1(b) are adjusted to take into account the effect of such acquisition, with such adjustments agreed to by OHM and the Shareholder Representative. Notwithstanding the foregoing, OHM agrees that it shall not cause the Company to engage in any acquisitions until after the third anniversary of the Effective Date if (i) none of Executive, Bennxx Xxxxx, Xx. xx Scotx Xxxxx xxx employed by the Company and (ii) one or more of Executive, Smitx xx Doxex xxx entitled to the Earnout Consideration.
Sample 1
Accounting Considerations a. Record direct costs in a manner consistent with the budgets in a formal system controlled by the general books of account. This one is great fun. Here you have an opportunity to work with an accountant and to tell him which boxes you need the beans to go in. The accountant will ignore this insult and reward you with a wall of silence or today’s business oriented version will tell you how to do your job. Normal behaviour also dictates that the information provided by the project will not be available from the accounts for at least six weeks. This is a golden opportunity to let out of control projects stay there. People will also start keeping their own records which will never match anyone else’s. Great fuel for heated debate.
Sample 1
Accounting Considerations. The Paddy Power financial year ends on 31 December and the Betfair financial year ends on 30 April. It is intended that Paddy Power Betfair will have an accounting financial year ending on 31 December and that it will pay an interim dividend in September and a final dividend in May. It is also expected that Paddy Power Betfair’s reporting currency will be GBP. For accounting purposes, it is expected that Betfair will be consolidated into Paddy Power’s balance sheet. A fair value exercise in respect of Betfair’s assets and liabilities will be conducted following Completion, resulting in Betfair’s assets and liabilities being included at fair value on the Combined Group’s balance sheet. Intangible assets arising will include goodwill and brands.
Sample 1
Accounting Considerations. The Parties have structured the Manufacturing and Commercialization provisions of this Agreement with a view to permitting *** Approximately 3 lines omitted ***. The Parties will use reasonable efforts to cause the current Manufacturing and Commercialization provisions to satisfy the foregoing accounting objectives. Notwithstanding any provision of this Agreement, if ELAN at any time can reasonably demonstrate to AHPC that the Manufacturing and Commercialization provisions do not achieve the foregoing accounting objectives, the Parties agree to negotiate in good faith to achieve these accounting objectives (subject to the provisions of Article 11), which shall, if required, include, but not be limited to, modification of responsibility for Product Distribution in some countries. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS.
Sample 1
Accounting Considerations. (a) In computing the Average Operating Income, (i) intercompany accounting charges that relate to general overhead allocations by OHM to the Company shall be excluded from such computation, (ii) intercompany accounting charges that relate to services actually provided by or caused to be provided by OHM to or for the direct benefit of the Company shall be included in such computation, including, without limitation, charges relating to
Sample 1
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Accounting Considerations. We follow the applicable accounting rules for our equity-based compensation. The applicable accounting rules require companies to calculate the grant date value of equity-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables, even though the equity award recipients may never realize any value from their awards. The applicable accounting rules also require companies to recognize the compensation cost of their equity-based awards in their income statements over the period that a recipient is required to render service in exchange for the equity award.
Sample 1
Accounting Considerations 
Sample 1

Related to Accounting Considerations

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Additional Considerations For each mediation or arbitration:

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Tax Considerations The Company has advised Recipient to seek Recipient’s own tax and financial advice with regard to the federal and state tax considerations resulting from Recipient’s receipt of the Award and Recipient’s receipt of the Shares upon Settlement of the vested portion of the Award. Recipient understands that the Company, to the extent required by law, will report to appropriate taxing authorities the payment to Recipient of compensation income upon the Settlement of RSUs under the Award and Recipient shall be solely responsible for the payment of all federal and state taxes resulting from such Settlement.

  • Stock Consideration 3 subsidiary...................................................................53

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Other Considerations A. Changes to an Approved Scope of Work: The Recipient shall notify FEMA and shall require a sub-recipient to notify it immediately when a sub-recipient proposes changes to an approved scope of work for an Undertaking.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

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