Select one of the following Sample Clauses

Select one of the following. Persons who do not qualify under one of the following subsections may not purchase Units in the offering regardless of whether they qualify under Section (a), above.
Sample 1Sample 2
Select one of the following. Persons who do not qualify under one of the following subsections may not purchase Units in the offering regardless of whether they qualify under Section (a), above. (i) The undersigned is a natural person with a net worth (i.e., total assets minus total liabilities) of $1.5 million as of the date hereof, either alone or with such person’s spouse, or the undersigned will invest at least $750,000 in the Company; or (ii) The undersigned is a corporation, partnership, association, joint stock company, trust or any other organized group of persons ________________________ (insert form of organization) with a net worth (i.e., total assets minus total liabilities) of $1.5 million as of the date hereof or the undersigned will invest at least $750,000 in the Company. In addition, the undersigned represents and warrants that if the undersigned is (x) an entity that would be a registered investment company but for the exception provided from that definition in Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (y) a registered investment company under the Investment Company Act or (z) a business development company within the meaning of Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), each of its equity owners independently meet the requirements of either Subsection (b)(i), (b)(ii) or (b)(iii); or (iii) The undersigned is an executive officer or director of Ascendant Capital Partners, LLC (the “Investment Manager”) or employee of the Investment Manager who, in connection with such person’s regular functions or duties participates in the investment activities of the Investment Manager and has performed such activities for the Investment Manager or another investment adviser for at least 12 months.
Sample 1
Select one of the following. ☒ US Government/Agency Non-Cash Guidelines ☐ ERISA Qualified Non-Cash Collateral Guidelines ☐ Global Non-Cash Collateral Guidelines ☐ None With respect to Non-Cash Collateral, the above designation supersedes any prior Non-Cash Collateral Guidelines Selection Form and any Collateral Section Option Form we may have furnished the Agent and any prior agreement concerning types of permitted Non-Cash Collateral for securities Loans. This Schedule B may only be amended with our consent. XXXXXXX INVESTMENT TRUST By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President Date: 2/1/2020 NON-CASH COLLATERAL GUIDELINES Non-Cash Collateral Guidelines Listed below are the Non-Cash Collateral Guidelines specifying collateralization levels and eligible Non-Cash Collateral. Agent will make use of market standard settlement methods for Non-Cash Collateral, including the use of a tri-party custodian. Any cash held intra-day or temporarily overnight at a tri-party custodian with respect to such Non-Cash Collateral is a balance sheet obligation of The Northern Trust Company, in its capacity as custodian. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement, as applicable. Initial collateralization levels for all Loans will not be less than 102% of the Market Value of the Borrowed Securities, or not less than 105% if the Borrowed Securities and the Non-Cash Collateral are denominated in different currencies. Marking to market is performed every business day subject to de minimis rules of change in value, and the Borrower is required to deliver additional Non-Cash Collateral when necessary so that the total Non-Cash Collateral held by Agent for all Loans to the Borrower of all Participating Lenders will at least equal the Market Value of all the Borrowed Securities of all Participating Lenders loaned to the Borrower.
Sample 1
Select one of the following. Article 6.1 depending on service, delete the other. (Select for accountants, engineers, appraisers, architects and surveyors:) THE CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD THE RIVER AUTHORITY HARMLESS FROM ANY DAMAGE, LIABILITY OR COST (INCLUDING REASONABLE ATTORNEYS’ FEES AND COST OF DEFENSE) TO THE EXTENT CAUSED BY THE CONSULTANT NEGLIGENT ACTS, ERRORS OR OMISSIONS IN THE PERFORMANCE OF ITS SERVICES UNDER THIS AGREEMENT AND THOSE OF HIS OR HER SUBCONTRACTORS OR ANYONE FOR WHOM THE CONSULTANT IS LEGALLY LIABLE. (Select for all others) CONSULTANT covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the RIVER AUTHORITY and the elected officials, employees, officers, directors, volunteers and representatives of the RIVER AUTHORITY, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the RIVER AUTHORITY directly or indirectly arising out of, resulting from or related to CONSULTANT activities under this AGREEMENT, including any acts or omissions or negligence of CONSULTANT, any agent, officer, director, representative, employee, sub-consultant or subcontractor of CONSULTANT, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this AGREEMENT, all without however, waiving any governmental immunity available to the RIVER AUTHORITY under Texas Law and without waiving any defenses of the parties under Texas Law. The provisions of this INDEMNITY are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. CONSULTANT shall advise the RIVER AUTHORITY in writing within twenty-four (24) hours of any claim or demand against the RIVER AUTHORITY or CONSULTANT known to CONSULTANT related to or arising out of CONSULTANT activities under this AGREEMENT and shall see to the investigation and defense of such claim or demand at CONSULTANT cost. The RIVER AUTHORITY shall have the right, at its option and at its own expense, to participate in such defense without relieving CONSULTANT of any of its obligations under this paragraph. CONSULTANT further agrees to defend, at its own expense and...
Sample 1
Select one of the following.  The parties have no real estate that they own individually or jointly.  The following real estate is owned by one or both of the parties, is located at ____________________________ [address] in _______________________________________ [city, state, and zip]. It is more specifically described in Deed Book _________, Page _________ of the Office of the Register of Deeds in _________ County, ___________ [state] as follows: [Attach separate sheet if necessary.] ____________________________________________________________________________ Upon entry of the Final Decree, the real estate shall be vested solely in the  wife  husband, and the other spouse will thereby be divested of all right, title and interest in it. They are satisfied that a fair division has been made of it.  The parties have divided the personal property they own individually or jointly. The husband is satisfied that a fair division has been made of it.  The husband is awarded as his personal property these assets: [Add additional pages if needed.]
Sample 1
Select one of the following. 🞏– I elect to increase my employee contributions and receive the corresponding district match with a one-time payment from: (provided enough funds are available) 🞏– June 15, 2024 Paycheck (Form Due by June 10, 2024.) 🞏– June 28, 2024 Paycheck (Form Due by June 21, 2024.) 🞏 - I elect to have the entire amount taken out of my RETRO paycheck (Form Due by June 21, 2024. Retro pay date is not yet determined.) 🞏 - I elect to have the amount spread equally between remaining 2023-2024 regular paychecks through August 31, 2024. 🞏– 6 Paychecks – (Form Due by June 10, 2024.) 🞏– 5 Paychecks – (Form Due by June 21, 2024.) 🞏 – I elect to have a conversation about how I can receive my 2023-2024 contributions during the 2024-2025 school year. (Form Due by July 10, 2024.) Options that this may include are: 🞏– One-time payment during a September 2024 payroll. 🞏– Contributions split between September 2024 payrolls (2). ��– Other – please contact me to discuss.
Sample 1
Select one of the following. Persons who do not qualify under Subsection (i) must qualify under Subsection (ii) and provide a completed Purchaser Representative Questionnaire, which is available from the Company upon request. (i) The undersigned, or the person or persons directing the undersigned’s investment in the Units, has such knowledge in financial and business matters as to be capable of evaluating the relative merits and risks of an investment in the Units, and has not retained a purchaser representative in connection with the evaluation of such merits and risks; or (ii) The undersigned has retained a purchaser representative, __________________________ (name of purchaser representative) who has completed and delivered to you a Purchaser Representative Questionnaire, and who has the requisite knowledge in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units.
Sample 1
Select one of the following.  Neither spouse shall pay alimony to the other.  Other: ____________________________________________________________________.
Sample 1
Select one of the following. In accordance with Section 3 of this Amendment, ING CAPITAL LLC hereby elects to irrevocably waive its right to receive 100% of its pro rata share of the 2019 ECF Payment. or __X_ In accordance with Section 3 of this Amendment, ING CAPITAL LLC hereby elects to receive 100% of its pro rata share of the 2019 ECF Payment. ING CAPITAL LLC, AS A LENDER By:_/s/ Mxxxxxx Xxxxxx-Xxxxxx ___________ Name: Mxxxxxx Xxxxxx-Xxxxxx Title: Managing Director By:_/s/ Mxxxxxx Kim___________________ Name: Nxxxxx Xxxxxxx Title: Director SUMITOMO MITSUI BANKING CORPORATION, as a Lender By:_/s/ Gxxxx Xxxxxxxx ___________________ Name: Gxxxx Xxxxxxxx Title: Managing Director __X_ In accordance with Section 3 of this Amendment, SUMITOMO MITSUI BANKING CORPORATION hereby elects to irrevocably waive its right to receive 100% of its pro rata share of the 2019 ECF Payment. or _____ In accordance with Section 3 of this Amendment, SUMITOMO MITSUI BANKING CORPORATION hereby elects to receive 100% of its pro rata share of the 2019 ECF Payment. SUMITOMO MITSUI BANKING CORPORATION, AS A LENDER By:_/s/ Gxxxx Xxxxxxxx ___________________ Name: Gxxxx Xxxxxxxx Title: Managing Director WXXXXXX BUSINESS CREDIT CORPORATION, as a Lender By:__/s/ Axxxxx Xxx ____________________ Name: Axxxxx Xxx Title: Duly Authorized Signatory __X__ In accordance with Section 3 of this Amendment, WXXXXXX BUSINESS CREDIT CORPORATION hereby elects to irrevocably waive its right to receive 100% of its pro rata share of the 2019 ECF Payment. or _____ In accordance with Section 3 of this Amendment, WXXXXXX BUSINESS CREDIT CORPORATION hereby elects to receive 100% of its pro rata share of the 2019 ECF Payment. WXXXXXX BUSINESS CREDIT CORPORATION, AS A LENDER By:__/s/ Axxxxx Xxx ____________________ Name: Axxxxx Xxx Title: Duly Authorized Signatory U.S. BANK NATIONAL ASSOCIATION, as a Lender By:__/s/ Txxxxx X. Xxxxxxxxx _______________ Name: Txxxxx X. Xxxxxxxxx Title: Vice President __X__ In accordance with Section 3 of this Amendment, U.S. BANK NATIONAL ASSOCIATION hereby elects to irrevocably waive its right to receive 100% of its pro rata share of the 2019 ECF Payment. or _____ In accordance with Section 3 of this Amendment, U.S. BANK NATIONAL ASSOCIATION hereby elects to receive 100% of its pro rata share of the 2019 ECF Payment.
Sample 1

Related to Select one of the following

  • Check one of the following [_] The present value of the anticipated tax liabilities associated with holding the Certificate, as applicable, does not exceed the sum of: (i) the present value of any consideration given to the Transferee to acquire such Certificate; (ii) the present value of the expected future distributions on such Certificate; and (iii) the present value of the anticipated tax savings associated with holding such Certificate as the related REMIC generates losses. For purposes of this calculation, (i) the Transferee is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Transferee has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee. [_] The transfer of the Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly, (i) the Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only be taxed in the United States; (ii) at the time of the transfer, and at the close of the Transferee’s two fiscal years preceding the year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million; (iii) the Transferee will transfer the Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and (iv) the Transferee determined the consideration paid to it to acquire the Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Transferee) that it has determined in good faith. [_] None of the above.

  • NOW THEREFORE THE PARTIES AGREE TO THE FOLLOWING During the term of this agreement, if the proclamation of the above noted legislation results in additional costs for teachers or School Divisions, TEBA and the Association shall meet within sixty (60) days to discuss the appropriate apportionment of costs.

  • Termination Following Change in Control In the event of the occurrence of Constructive Termination within twelve (12) months after the effective date of a Change in Control, Employee may, at Employee's option, terminate Employee's employment due to Constructive Termination unless Employee has entered into an employment agreement with Successor. Such termination shall be effective upon Employee giving notice to Successor. In the event of termination of Employee's employment (1) by Successor within twelve (12) months after the effective date of a Change of Control, or (2) by Employee within twelve (12) months after the effective date of a Change of Control as a result of a Constructive Termination, then (a) Successor shall pay Employee a lump sum cash payment equal to the Severance Amount within 10 business days after the termination of employment; (b) Successor shall make available to Employee, at Employee's cost and expense, medical and other insurance coverage at a level and to the extent required by COBRA; and (c) any outstanding options held by Employee that remain unvested as of the date of termination shall become fully vested and exercisable as of the date of termination of Employee's employment with Successor and prior to the occurrence of an event otherwise terminating the options. Notwithstanding the foregoing, in the event that any payments under this Section 2 will be deemed to constitute an "excess parachute payment" as defined in Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (an "Excess Parachute Payment"), then the payments to Employee under this Section 2 shall be limited to an amount equal to the maximum amount that could be paid to Employee so that no such amount, along with all other payments to Employee by Successor, will be deemed to constitute an Excess Parachute Payment. Subject to the terms of this Section 2, Employee shall not be entitled to receive any other compensation or benefits under this Agreement as a result of the termination of Employee's employment following a Change of Control or Constructive Termination.

  • Certain Phrases, etc The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for “cause” (following a change of control), “cause” shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for “good reason upon change of control” (as defined below), the Company (or its successor) shall pay to Employee within ten days of such termination the following severance payments and benefits: (a) A lump-sum payment equal to two times the base salary of the Employee at the then current rate; and (b) A lump-sum payment equal to (i) two times the sum of the target bonuses under all of the Company’s incentive bonus plans applicable to the Employee for the year in which the termination occurs or the year in which the change of control occurred, whichever is greater, and (ii) if termination occurs in the fourth quarter of a calendar year, the sum of the target bonuses under all of the Company’s incentive bonus plans applicable to Employee for the year in which the termination occurs prorated daily based on the number of days from the beginning of the calendar year in which the termination occurs to and including the date of termination. The Company (or its successor) shall also provide continuing coverage and benefits comparable to all life, health and disability plans of the Company for a period of 24 months from the date of termination, and Employee shall receive two years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Employee on the date of termination. For purposes of this Agreement, a “change of control” shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company where a majority of the Board of Directors of the surviving corporation are, and for a two year period after the merger continue to be, persons who were directors of the Company immediately prior to the merger or were elected as directors, or nominated for election as directors, by a vote of at least two-thirds of the directors then still in office who were directors of the Company immediately prior to the merger, or (B) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or (ii) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) (A) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 20 percent or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, and (B) at any time during a period of one year thereafter, individuals who immediately prior to the beginning of such period constituted the Board of Directors of the Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination by the Board of Directors for election by the Company’s shareholders of each new director during such period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. For purposes of this Section 1, “good reason upon change of control” shall exist if any of the following occurs: (i) without Employee’s express written consent, the assignment to Employee of any duties inconsistent with the employment of Employee immediately prior to the change of control, or a significant diminution of Employee’s positions, duties, responsibilities and status with the Company from those immediately prior to a change of control or a diminution in Employee’s titles or offices as in effect immediately prior to a change of control, or any removal of Employee from, or any failure to reelect Employee to, any of such positions; (ii) a reduction by the Company in Employee’s base salary in effect immediately prior to a change of control; (iii) the failure by the Company to continue in effect any thrift, stock ownership, pension, life insurance, health, dental and accident or disability plan in which Employee is participating or is eligible to participate at the time of the change of control (or plans providing Employee with substantially similar benefits), except as otherwise required by the terms of such plans as in effect at the time of any change of control or the taking of any action by the Company which would adversely affect Employee’s participation in or materially reduce Employee’s benefits under any of such plans or deprive Employee of any material fringe benefits enjoyed by Employee at the time of the change of control or the failure by the Company to provide the Employee with the number of paid vacation days to which Employee is entitled in accordance with the vacation policies of the Company in effect at the time of a change of control; (iv) the failure by the Company to continue in effect any incentive plan or arrangement (including without limitation, the Company’s Incentive Compensation Plan and similar incentive compensation benefits) in which Employee is participating at the time of a change of control (or to substitute and continue other plans or arrangements providing the Employee with substantially similar benefits), except as otherwise required by the terms of such plans as in effect at the time of any change of control; (v) the failure by the Company to continue in effect any plan or arrangement with respect to securities of the Company (including, without limitation, any plan or arrangement to receive and exercise stock options, stock appreciation rights, restricted stock or grants thereof or to acquire stock or other securities of the Company) in which Employee is participating at the time of a change of control (or to substitute and continue plans or arrangements providing the Employee with substantially similar benefits), except as otherwise required by the terms of such plans as in effect at the time of any change of control or the taking of any action by the Company which would adversely affect Employee’s participation in or materially reduce Employee’s benefits under any such plan; (vi) the relocation of the Company’s principal executive offices to a location outside the San Antonio, Texas, area, or the Company’s requiring Employee to be based anywhere other than at the location of the Company’s principal executive offices, except for required travel on the Company’s business to an extent substantially consistent with Employee’s present business travel obligations, or, in the event Employee consents to any such relocation of the Company’s principal executive or divisional offices, the failure by the Company to pay (or reimburse Employee for) all reasonable moving expenses incurred by Employee relating to a change of Employee’s principal residence in connection with such relocation and to indemnify Employee against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) Employee’s aggregate investment in such residence or (b) the fair market value thereof as determined by a real estate appraiser reasonably satisfactory to both Employee and the Company at the time the Employee’s principal residence is offered for sale in connection with any such change of residence; (vii) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; In the event of a change of control as “change of control” is defined in any stock option plan or stock option agreement pursuant to which the Employee holds options to purchase common stock of the Company, Employee shall retain the rights to all accelerated vesting and other benefits under the terms thereof. The Company shall pay any attorney fees incurred by Employee in reasonably seeking to enforce the terms of this Paragraph 1.

  • Right to Terminate Following Event of Default If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

  • Events Causing Dissolution Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur: (a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or (b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Events If either Party hereto is at any time either during this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions, accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown of machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the control of that Party, then the time limited for the performance by that Party of its respective obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay.

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things: