Special One-Time Election Clause Samples

Special One-Time Election. Notwithstanding the provisions of Sections 6.01 and 6.03, a Member on August 1, 2000, whose distribution date in effect under Section 5.01 is on or after January 1, 2002, may elect during the 45 day period commencing on August 1, 2000 to establish one or more Post-Secondary Education Subaccounts effective as of October 1, 2000, and to specify the percentage of the remaining elective contribution additions, for the 2000 Plan Year to be allocated to such Subaccount(s). In addition, such Member may elect during the 45-day election period to transfer all or a portion of his then existing Account balance attributable to elective contribution additions, incentive compensation contribution additions and matching contribution additions to such Post-Secondary Education Subaccount(s). Commencing October 1, 2000, only subsequent contributions may be allocated to a Post-Secondary Education Subaccount in accordance with the provisions of Section 6.01 and 6.03.
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Special One-Time Election. Provided there has been no prior termination of the Option under any other provision of this Option Agreement (and only under any other provision of this Option Agreement), and provided that no Default or Event of Default (as defined in the Agreement) then exists, if Grantee so elects by giving written notice to the Company at least five (5) business days prior to the last trading day in any of the calendar months commencing with March 1998 through and including September 1998 (the last trading day in such calendar month being herein referred to as the "Month End Trading Date"), provided further, however, that if Grantee shall be in Default as of September 1998, then the date for giving of said written notice shall, provided such Default is timely cured, be extended to five (5) business days prior to the last trading day in October 1998 (which, in such event, would be treated as a Month End Trading Date): (a) (i) if such Option were then "in the money" (i.e., the Month End Trading Price exceeded the Option Price), then all (or a portion) of the Option then outstanding (not previously exercised or terminated) shall be exercised by Grantee (as provided for in Section 3 above but using the Month End Trading Price for determining the fair market value, if applicable) as of the close of the applicable Month End Trading Date, or (ii) if such Option were not then "in the money" (i.e., the Month End Trading Price did not exceed the Option Price), then all of the Option then outstanding (not previously exercised or terminated) would be then cancelled and terminated and would thereafter be non-exercisable, null and void as of the closing of the applicable Month End Trading Date; and (b) if the closing price of the Company's common stock as of the applicable Month End Trading Date (The "Month End Trading Price") were not $2.715 (or more) greater than the Option Price of the Option, then the Company would pay to Grantee, no later than 30 days after such Month End Trading Date, an amount per then outstanding Option which was actually exercised (per (a) (i) above) or cancelled (per (a) (ii) above), or cancelled for reasons other than as provided under any other provision of this Option Agreement, as of such Month End Trading Date equal to the lesser of: (i) an amount equal to (A) the Option Price of the Option plus (B) $2.715 minus (C) such Month End Trading Price, OR (ii) $2.715. Any amounts to be paid by Company to Grantee under Section 7(b) hereof which are not timel...
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Related to Special One-Time Election

  • Conversion and Continuation Elections (a) Borrowers may, upon irrevocable written notice to Agent in accordance with subparagraph 2.6(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Loans (or any part thereof in an amount not less than $5,000,000.00, or that is in an integral multiple of $1,000,000.00 in excess thereof) into LIBOR Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000.00, or that is in an integral multiple of $1,000,000.00 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000.00, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans, and on and after such date the right of Borrowers to continue such Loans as, and convert such Loans into, LIBOR Revolving Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) Borrowers shall deliver a Notice of Conversion/Continuation in the form attached hereto as Exhibit “B”, to be received by Agent not later than 11:00 a.m. (New York, New York time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Revolving Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Revolving Loans, Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Revolving Loans or if any Default or Event of Default then exists, Borrowers shall be deemed to have elected to convert such LIBOR Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of a Default or Event of Default, Borrowers may not elect to have a Loan converted into or continued as a LIBOR Revolving Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five (5) different Interest Periods in effect.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Annual Statement as to Compliance, Notice of Servicer Termination Event (a) To the extent required by Section 1123 of Regulation AB, the Servicer, shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each Rating Agency, on or before March 31 of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2012, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure. (b) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under Section 9.1(a). The Seller or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Servicer or the Seller (as applicable) and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under any other clause of Section 9.1. (c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 2012, a report regarding the Servicer’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (d) To the extent required by Regulation AB, the Servicer will cause any affiliated servicer or any other party deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31, 2012, a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (e) ▇▇▇▇▇ Fargo Bank, National Association acknowledges, in its capacity as Backup Servicer and Trust Collateral Agent under this Agreement and in its capacity as Indenture Trustee under the Basic Documents, that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the Servicer to ensure compliance with the requirements of Section 4.10(d) and Section 4.11(b) hereof and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by March 15 of each calendar year.

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.