Grant Procedure Clause Samples

Grant Procedure 

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• Settlement Procedure 4.1. The Client has the right to withdraw his/her own funds which are not encumbered with deposit obligations or Commission payments in case of Copy Trading. 4.2. Money transfers are made within 1-3 banking days. 4.3. Money transfer can be deferred by the Company for the period of 14 working days in exceptional cases requiring verification of compliance of trading and non-trading operations conducted by the Client with the terms and conditions of this Agreement. If such situation occurs, Company shall immediately notify Client by e-mail specified in the Client Profile. The Client has the right to request the status of the verification process only by contacting Trading operations department by e-mail at: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. 4.4. The Client’s payment instruction received, the amount to withdraw is deducted from the 4.5. In case of return of funds, the Client pays transfer fees. 4.6. The Client gives all instructions related to deposits and withdrawals of funds from the account through the Client's Profile in the order determined by the algorithm of Client's Profile operation. 4.7. The Company corrects balances in the accounts with a fixed negative value in the “Balance” column in the trading terminal on the 1st of each month. Correction (setting to zero) of trading accounts shall be applied solely to those accounts in which no trades are conducted at the moment of correction, i.e. no active open trading positions are present (pending orders will not be considered). Bonus funds are deducted from the “Credit” column with the comment “bonus_out (negative balance)”. At the same time, funds in the amount equal to the negative balance value are put into the account with the comment “Zero Balance Correction”. 4.8. The Client can withdraw funds from his/her account using any payment system which is accessible in the Client’s Profile. 4.8.1. If funds withdrawal is made via electronic payment systems, the withdrawal is possible only to the same system and with the same payment details within the system that were used to top up the trading account, and in same currency in which the deposit was made. If the account was topped up by different ways, in various currencies and using different payment details, withdrawals should be made proportionally. 4.8.2. If the Client’s payment details within the payment system are changed for some reason, the Client shall notify the Company by sending an email to the financial department with a photo where the Client is holding an ID close to his/her face attached. Otherwise, the Company reserves the right to deny funds withdrawal by use of new payment details. 4.9. Deposit of Client’s funds can be made by any methods available on the Company’s site. 4.9.1. The Client acknowledges that in case of software failure there can be delays in depositing funds in his/her trading account. 4.9.2. The Company undertakes to deposit funds in the Client’s trading account in case of any software failure resulting in delay in automated deposit provided that the Company was informed about the delay by the Client. 4.10. The Company doesn’t charge any deposit or withdrawal fees from Clients’ trading accounts. 4.11. The Client understands and accepts the fact that his/her money withdrawal request may be declined, and money will be retransferred to the Client’s account if the Client did not provide necessary identification information (copy of ID document, bank card or any other documents required by the Company based on the AML policy) upon the Company’s request via the Client’s Profile within 7 (seven) business days following the request. 4.12. The Client agrees that the Company may accept and make payments through payment agents. In particular, Skrill and Neteller payments are processed through LiteFinance Consulting Limited registered at ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 11 1 AA, Gibraltar, and acting as a payment agent of LiteFinance Global LLC.

• Exercise Procedure (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

• METHOD OF AWARD AND PROCEDURE FOR AWARDING A SOW AGREEMENT 5.1. Contractor selection, or the determination to terminate the SOW-RFP without award, shall be done in the best interest of the State.

• Adjustment Procedure (a) Within ninety (90) days after the Closing, Buyer shall prepare and deliver to the Stockholders’ Representative (i) a certificate (the “Closing Certificate”) setting forth Buyer’s calculation of the Merger Consideration as of the Closing Date, including an itemized statement of the Closing Working Capital and (ii) a balance sheet of the Acquired Companies as of the Closing Date reflecting Buyer’s calculation of each of the components of the Merger Consideration (the “Closing Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with and used in preparing the Historical Financial Statements. (b) The Stockholders’ Representative shall have thirty (30) days from the date on which the Closing Certificate and Closing Balance Sheet has been delivered to it to raise any objection(s) to the Closing Certificate and the Closing Balance Sheet, by delivery of written notice to Buyer setting forth such objection(s) in reasonable detail (the “Disputed Items”). In the event that the Stockholders’ Representative shall not deliver any such objection(s) with respect to the Closing Certificate and the Closing Balance Sheet within such 30-day period, then the Closing Certificate and the Closing Balance Sheet shall be deemed final for purposes of this Section 2.10 and this Agreement. In the event that any such objection(s) are so delivered, the Closing Certificate and the Closing Balance Sheet shall be deemed not final and Buyer and the Stockholders’ Representative shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within 30 days of delivery of such notice, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items related to the Closing Working Capital to the Independent Accounting Firm. Buyer, the Surviving Corporation and the Stockholders’ Representative shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items related to the Closing Working Capital reasonably requested by the Independent Accounting Firm to the extent available to the Surviving Corporation or its Representatives, Buyer or its Representatives or the Stockholders’ Representative or its Representatives. Buyer and the Stockholders’ Representative shall be afforded an opportunity to present to the Independent Accounting Firm any material related to the Disputed Items related to the Closing Working Capital and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm will (i) resolve only the outstanding Disputed Items related to the Closing Working Capital and may not assign a value greater than the greatest value claimed for any item by either party or smaller than the smallest value claimed for any item by either party, and (ii) re-calculate the Merger Consideration as of the Closing Date using the calculations set forth in the Closing Certificate, as modified only by (A) the Independent Accounting Firm’s resolution of the outstanding Disputed Items and/or (B) the written agreement of Buyer and the Stockholders’ Representative. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to Buyer and the Stockholders’ Representative within thirty (30) days after the submission of the Disputed Items related to the Closing Working Capital to the Independent Accounting Firm, shall be final, binding and conclusive on Buyer, the Stockholders’ Representative and all Securityholders. The fees, costs and expenses of the Independent Accounting Firm will be borne by the party whose positions generally did not prevail in such determination, as determined by such Independent Accounting Firm, or if the Independent Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by the Stockholders’ Representative (payable solely out of the Representative Fund) and 50% by Buyer. (c) At such time as the Closing Certificate and the Closing Balance Sheet shall become final in accordance with Section 2.10(b), the Merger Consideration determined in accordance with the final Closing Certificate (the “Final Merger Consideration”) shall be compared to the Estimated Merger Consideration. If the Estimated Merger Consideration is greater than the Final Merger Consideration, the Securityholders shall pay to Buyer an amount equal to such excess (the “Adjusted Working Capital Deficiency”). Any payment to be made by the Securityholders pursuant to this Section 2.10(c) shall be made, within five (5) Business Days from the date that the Closing Certificate and the Closing Balance Sheet are finally determined pursuant to this Section 2.10, first by release of such amount from the Escrow Fund, second, if necessary, from the Representative Fund, and, third, if necessary, from the Securityholders (other than the holders of Dissenting Shares). If the Final Merger Consideration is greater than the Estimated Merger Consideration, the amount by which the Final Merger Consideration is greater than the Estimated Merger Consideration shall be referred to as the “Adjusted Working Capital Surplus”. Buyer shall pay to the Exchange Agent, for distribution to the Securityholders (other than former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and holders of Dissenting Shares), the portion of the Adjusted Working Capital Surplus payable to such Securityholders (net of any applicable Tax withholding amounts as contemplated by Section 2.14) within five (5) Business Days from the date that the Closing Certificate is finally determined pursuant to this Section 2.10. At such time, Buyer also shall make available to the Surviving Corporation the portion of the Adjusted Working Capital Surplus payable to the former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and the Surviving Corporation shall make the payments to such former holders in accordance with the terms of this Agreement, net of any applicable Tax withholding amounts contemplated by Section 2.14, via a regular or special payroll run, in accordance with its regular payroll practices. (d) From and after the delivery of the Closing Certificate, the Stockholders’ Representative and its accountants, lawyers and representatives will be given full access at all reasonable times to (and shall be allowed to make copies of) the books and records of the Surviving Corporation and its Subsidiaries and to any personnel of the Surviving Corporation or any Subsidiaries reasonably requested by such persons, in each case solely in connection with their review of Buyer calculations and determination of the final Merger Consideration or any dispute relating thereto. (e) If, for any reason, Buyer fails to deliver the Closing Certificate within the time period required by Section 2.10(a), the Estimated Working Capital set forth in the Estimated Closing Certificate delivered by the Company to Buyer prior to the Closing shall be considered for all purposes of this Agreement to be Buyer’s calculation of the Closing Working Capital in Buyer’s “Closing Certificate” and the Stockholders’ Representative shall have all of its rights under this Section 2.10 with respect to such certificate.

• Payment Procedure (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.