Lists Circulation Sample Clauses
Lists Circulation
Spreadsheet The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future).
Implementation Report Within 150 days after the Effective Date, Ensign Group shall submit a written report to OIG summarizing the status of its implementation of the requirements of this CIA (Implementation Report). The Implementation Report shall, at a minimum, include: 1. the name, address, phone number, and position description of the Compliance Officer required by Section III.A, and a summary of other noncompliance job responsibilities the Compliance Officer may have; 2. the names and positions of the members of the Compliance Committee required by Section III.A; 3. the names and positions of the members of the Board of Directors who are responsible for satisfying the Board of Directors compliance obligations described in Section III.A.3; 4. a copy of Ensign Group’s Code of Conduct required by Section III.B.1; 5. the number of individuals required to complete the Code of Conduct certification required by Section III.B.1, the percentage of individuals who have completed such certification, and an explanation of any exceptions (the documentation supporting this information shall be available to OIG upon request); 6. a summary of all Policies and Procedures required by Section III.B (copies of the Policies and Procedures shall be made available to OIG upon request); 7. the following information regarding each type of training required by Section III.C: a. a description of such training, including a summary of the topics covered, the length of sessions, and a schedule of training sessions; b. the number of individuals required to be trained, percentage of individuals actually trained, and an explanation of any exceptions. A copy of all training materials and the documentation supporting this information shall be made available to OIG upon request. 8. a description of the Disclosure Program required by Section III.E; 9. the following information regarding the IRO(s): (a) identity, address, and phone number; (b) a copy of the engagement letter; (c) information to demonstrate that the IRO has the qualifications outlined in Appendix A to this CIA; (d) a summary and description of any and all current and prior engagements and agreements between Ensign Group and the IRO; and (e) a certification from the IRO regarding its professional independence and objectivity with respect to Ensign Group; 10. a description of the process by which Ensign Group fulfills the requirements of Section III.F regarding Ineligible Persons; 11. a list of all of Ensign Group’s locations (including locations and mailing addresses); the corresponding name under which each location is doing business; the corresponding phone numbers and fax numbers; each location’s Medicare and state Medicaid program provider number and/or supplier number(s); and the name and address of each Medicare and state Medicaid program contractor to which Ensign Group currently submits claims; 12. a description of Ensign Group’s corporate structure, including identification of any parent and sister companies, subsidiaries, and their respective lines of business; and
Technical Report 64 23.3 Return Location...............................................64 23.4
Directory Publication Nothing in this Agreement shall require Verizon to publish a directory where it would not otherwise do so.
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