Determination of Net Clause Samples

The 'Determination of Net' clause defines how the net amount payable or receivable between parties is calculated, typically after accounting for all relevant credits, debits, and set-offs. In practice, this clause outlines the specific items to be included in the calculation, such as payments, deductions, or adjustments, and may specify the timing and method for making the determination. Its core function is to ensure that only the final net balance is settled between parties, thereby simplifying transactions and reducing the risk of disputes over individual components.
Determination of Net. Asset Value Net Income and Distributions 19
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Determination of Net. Asset Value Net Income and Distributions 19 9.1 Net Asset Value...........................................................................19 9.2
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Determination of Net. BOOK VALUE AS OF THE ECONOMIC TRANSFER DATE. ----------------------------------------------------------------
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Determination of Net. Working Capital/Net Shareholders' ------------------------------------------------------ Equity Adjustments. No later than the eighth (8) Business Day prior to the ------------------ anticipated Effective Date, the Company shall prepare and deliver to Parent (i) a balance sheet of the Company, prepared in accordance with the Company's Interim Financial Statements and GAAP (as both terms are defined in Section 3.1(e)(3)), dated not later than ten (10) Business Days prior to the Effective Date (the "Company Balance Sheet") and (ii) a statement, certified by the chief financial officer of the Company, setting forth the Net Working Capital and Net Shareholders Equity of the Company (the "Company Statement"). The Company Statement shall be prepared in accordance Exhibit 2.3 and in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Company Balance Sheet (other than as specifically provided herein and in Exhibit 2.3). Upon delivery of such statement by the Company, the Company shall provide Parent and its representatives with full access to the officers, employees, agreements, and books and records of the Company and each of its subsidiaries in order to allow Parent and its representatives to verify the accuracy of the Company Balance Sheet and information contained in the Company Statement. In the event that Parent does not object to the determinations contained in the Closing Balance Sheet or Company Statement by written notice of objection (the "Notice of Objection") delivered to the Company by 12:01 a.m. (Toronto time) on the third (3rd) Business Day after the date of receipt by Parent of the Company Balance Sheet and the Company Statements, such determinations shall be deemed final and binding for purposes of this Section 2.3. If, in accordance with the immediately preceding sentence, Parent delivers a Notice of Objection to the Company, (i) the Company and Parent shall promptly and in good faith endeavor to mutually agree in writing upon any disputed determination(s); and (ii) the Company and Parent shall promptly submit to an agreed upon third party auditor from one of the leading audit and accounting firms (the "Arbitrator") their respective determination of the disputed determination(s) which shall, in each case, quantify in reasonable detail the items constituting such determination(s). In the event that mutual agreement cannot be reached with respect to any such determination(s) within two...
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Determination of Net. Asset Value; Net Income; and Distributions 19 9.1 Net Asset Value 19 9.2 Distributions to Shareholders 19 9.3 Power to Modify Foregoing Procedures 20 ARTICLE X Shareholders 20 10.1 Meetings of Shareholders 20 10.2 Voting 21 10.3 Notice of Meeting and Record Date 21 10.4 Quorum and Required Vote 21 10.5 Proxies, etc. 22 10.6 Reports 22 10.7 Inspection of Records 23 10.8 Shareholder Action by Written Consent 23 ARTICLE XI Duration; Termination of Trust; Amendment; Mergers, Etc. 23 11.1 Duration 23 11.2 Termination 23 11.3 Amendment Procedure 24 11.4 Merger, Consolidation and Sale of Assets 25 11.5 Subsidiaries 26 11.6 Conversion 26 11.7 Certain Transactions 26 ARTICLE XII Miscellaneous 28 12.1 Filing 28 12.2 Resident Agent 29 12.3 Governing Law 29 12.4 Counterparts 29 12.5 Reliance by Third Parties 29 12.6 Provisions in Conflict with Law or Regulation 29 ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 14th day of December, 2004, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
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Determination of Net. Asset Value, Net Income and ------------------------------------------------- Dis22ibutions.
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Related to Determination of Net

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of LIBOR (a) On each LIBOR Determination Date, the Trustee will determine LIBOR for the related Interest Accrual Period, which shall be the rate for deposits in United States dollars for a period equal to one month (commencing on the first day of such Interest Accrual Period) that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date. Upon such determination, the Trustee shall notify the Servicer of LIBOR for such LIBOR Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page, the rate for the LIBOR Determination Date will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period equal to one month (commencing on the first day of such Interest Accrual Period). The Servicer will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to one month (commencing on the first day of such Interest Accrual Period). If the banks selected by the Servicer are not quoting rates as provided in the immediately preceding sentence, LIBOR for such Interest Accrual Period will be LIBOR in effect for the immediately preceding Interest Accrual Period. (b) The Servicer shall determine, and promptly notify the Transferors and the Trustee of, the Class A Certificate Rate and the Class B Certificate Rate for the applicable Interest Accrual Period. The Class A Certificate Rate and Class B Certificate Rate applicable to the then current and the immediately preceding Interest Accrual Periods may be obtained by any Investor Certificateholder by telephoning the Trustee at its Corporate Trust Office at (▇▇▇) ▇▇▇-▇▇▇▇. (c) On each LIBOR Determination Date prior to 3:00 p.m., New York City time, the Trustee shall send to the Transferors and the Servicer by facsimile, notification of LIBOR for the following Interest Accrual Period.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows: