Net Settlement Clause Samples

Net Settlement. If you elect this alternative, the Company will retain the number of Shares with a Fair Market Value equal to the required withholding Taxes applicable on your Performance Units, provided that such withholding can be no more than the maximum withholding rate applicable to each jurisdiction for which the Company is required to withhold.

Net Settlement. Except as otherwise specifically provided herein, all amounts due to be paid on a Settlement Date to either the Ceding Company or the Reinsurer under this Agreement shall be determined and payable on a net basis, giving full effect to Section 14.05 hereof.

Net Settlement. With the written consent of the Company and approval by the Administrator, the payment of the Grantee’s tax withholding obligations may be made via “net settlement”, whereby the Grantee elects to satisfy all applicable tax withholding requirements via issuance from Company to the Grantee an amount of shares consisting of the number of shares vested less shares withheld to cover the tax withholding obligations (“the withheld shares”). In this case, the Company will remit to the appropriate taxing authorities withheld taxes on behalf of the Grantee in an amount equal to the value of the withheld shares. The number of withheld shares will be calculated by valuing the withheld shares based upon the closing price on the applicable vesting date. Net settlement resulting in partial shares will be rounded up. Tax withholding due related to federal and state income taxes will be made at minimum withholding requirements.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1 shall be delivered by the Ceding Company to the Reinsurer no later than following the end of such Monthly Accounting Period. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within of its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company or, at the Ceding Company’s option, to the Designated Administrative Account pursuant to Section 4.3, within after its receipt of the Monthly Settlement Statement for such period;

Net Settlement. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising (all or a portion of) the Warrant by paying the Exercise Price pursuant to Section 3, the Warrantholder may elect on the Exercise Date to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being exercised) by surrender of this Warrant and the Exercise Notice annexed hereto and stating in the Exercise Notice that the Warrantholder is electing “Net Settlement” with respect to all or any part of the Warrant surrendered, in which event the Company shall promptly issue to such Warrantholder a number of Shares computed using the following formula: X = Y (A – B) Where: X = the number of Shares issuable to the Warrantholder Y = the number of Shares issuable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (as of the Exercise Date) A = the Fair Market Value of one share of the Common Stock (as of the Exercise Date) B = the Exercise Price (as of the Exercise Date) For the avoidance of doubt, if the Warrantholder elects “Net Settlement”, the provisions of Section 16 apply. All calculations under this Section 4 shall be made as if shares of Common Stock are issuable.

Net Settlement. In the event it has been determined necessary by the Company in order to avoid an additional compensation expense with respect to the Put Right for the Puttable Options, the Participant may be required by the Company, upon prior written approval of the Committee, to exercise, on one occasion, the Puttable Options then held by the Participant and/or one or more transferees of the Participant, if any, using a net exercise method whereby the number of Shares that would otherwise be received upon the exercise of the Initial Option shall be reduced by that number of Shares (i) having an aggregate Fair Market Value equal to the sum of the aggregate exercise price for such Puttable Options, plus (ii) the number of Shares having an aggregate Fair Market Value equal to the aggregate amount of the applicable withholding taxes which the Company is required to withhold in respect of the income recognized as a consequence of the exercise of the Puttable Options, and the remaining Shares received upon such exercise shall be subject to repurchase upon delivery of a Put Notice during the thirty (30) day period following the date on which such Shares have been held the Participant or one or more transferees of the Participant for at least six (6) months, and otherwise in accordance with this Section 3 (including, without limitation, Section 3(d)). This Separation and Release Agreement (“Agreement”) is entered into as of this day of , 20 , between TOYS “R” US, INC. and any successor thereto (collectively, the “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”). Executive and the Company agree as follows: 1. The employment relationship between Executive and the Company and its subsidiaries and affiliates, as applicable, terminated on (the “Termination Date”). 2. In accordance with Executive’s Employment Agreement, Executive is entitled to receive certain payments and benefits after the Termination Date. 3. In consideration of the above, the sufficiency of which Executive hereby acknowledges, Executive, on behalf of Executive and Executive’s heirs, executors and assigns, hereby releases and forever discharges the Company and its members, parents, affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, and contractors and their heirs and assigns (but with respect to such persons only in such capacity as relates to the Company and its subsidiaries and affiliates), and any and all employee pension benefit or welfare benefit plans of ...

Net Settlement. The Net Settlement with respect to any Accounting Period is equal to the following:

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Accounting Period. If the amount of the Net Settlement for an Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company no later than the time it is required to deliver the Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Quota Share of Recoveries actually received by the Ceding Company during such Accounting Period; minus (ii) the Reinsured Liabilities payable by the Reinsurer during such Accounting Period. (c) To the extent that the Reinsurer makes any direct payments out of the Separate Accounts to or on behalf of the Ceding Company or otherwise makes any direct payment on behalf of the Ceding Company in each case in respect of Reinsured Liabilities or the Existing Reinsurance Premium in respect of an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as Administrator or otherwise, the amount of any such payments shall be excluded from the calculation of the Net Settlement and shall no longer be due the Ceding Company. (d) To the extent the Reinsurer receives any Recoveries in respect of an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement and shall no longer be due from the Ceding Company. To the extent that the Ceding Company receives any Recoveries in respect of an Accounting Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the comple...

Net Settlement. Not Applicable.