Sentences with phrase «based upon the exercise»

Any claim based upon an act or omission of an employee of the Government, exercising due care, in the execution of a statute or regulation, whether or not such statute or regulation be valid, or based upon the exercise or performance or the failure to exercise or perform a discretionary function or duty on the part of a federal agency or an employee of the Government, whether or not the discretion involved be abused.

The discretionary function exception protects the government from liability for any claim based upon the exercise or performance, or the failure to exercise or perform a discretionary function or duty on the part of a government employee.

That statute precludes liability for «any claim based upon the exercise or performance or the failure to exercise or perform a discretionary function or duty on the part of a public employer or public employee...» For purposes of the statute, discretionary conduct must involve policy making or planning and not merely an ad hoc determination.

Not exact matches

The weighted - average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

Based on the number of shares outstanding as of December 31, 2010, upon the completion of this offering, shares of Class A common stock and 88,955,943 shares of Class B common stock will be outstanding, assuming no exercise of the underwriters» over-allotment option and no exercise of outstanding options.

in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;

The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --

With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant's status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and / or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance - based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %) of target levels and all other terms and conditions met.

For a director to be deemed «independent» within the meaning of the Nasdaq rules, the Board must affirmatively determine, based upon information provided by the director or otherwise known to the Board, that the director has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Stock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shares.

The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described

Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price of the stock appreciation right.

In its paper, the BPP Group raises a number of concerns regarding the hard regulatory approach suggested by the Directive proposals and calls upon the European Commission, Parliament and national governments to support the proportionate, principles - based approach to service supplier oversight overwhelmingly supported by shareholders that is embodied in the Best Practice Principles for Shareholder Voting Research & Analysis, stating that «unwarranted or disproportionate legislation may inhibit the provision of independent information and services that assist investors in the exercise of the very rights and responsibilities that the Directive aims to foster and support.»

On the one hand, democratic freedom may mean the ideal of the individual exercising his or her own free will — a value based upon solid conviction and nourished by a Christian view of the competence and dignity of the individual soul.

The exercise of patience, for instance, assumes that action directed toward the future is superior to action devoted only to the moment: it is self - restraint based upon a good that is seen as superior to the momentary self — the self - of - the - fleeting - moment.

As the Pope still has significant influence over the less educated masses in these parts of the World, he has exercised this power by: (a) Using some of the Vatican's incomprehensible wealth to educate these vulnerable people on health family planning and condom use; (b) Supporting government programs that distribute condoms to high risk groups; (c) Using its myriad of churches in these regions to distribute condoms; or (d) Scaring people into NOT using condoms, based upon his disdainful and aloof view that it is better that a person die than go against the Vatican's position on contraceptive use.

To make this determination, the Court exercises certain deliberations to award custody, generally based upon those factors considered to be in the best interest and welfare of the child (ren).

«And they were concerned that this directive would compromise all the efforts that they had been making in that regard... I told them we would decline to prosecute any of the cases, any of the arrests, based upon the fact that unless there were injuries to police officers or damages to property, then the people should be allowed to exercise their First Amendment right.»

They suggest that duration of exercise and intensity of exercise are both important and one could perhaps personalize the exercise regimen based upon a participant's choice and still achieve similar results.

If you've stumbled upon this article, it's very likely you're already pretty knowledgeable and selective about the foods you should be consuming, as well as exercising on a regular basis.

(These nitrogen - based protein byproducts)-- frequently spoken of as toxins — float about through the body and may exercise more or less of a deleterious influence upon the system, or, being temporarily deposited, may exert some specific or local influence that calls for their speedy removal.»

That activity multiplier is based upon the amount of exercise you do (or don't do) on any given day.

Based upon this comprehensive review of HMB literature, the primary position statements were that HMB enhances muscle recovery by attenuating muscle damage; HMB increases muscle hypertrophy, strength, and power in trained and untrained populations when the appropriate exercise protocol is applied; HMB efficacy is manifested in young and old; and HMB is safe to consume.

1935 Effects of the high carbohydrate - low calorie diet upon carbohydrate tolerance in diabetes mellitus 1955 Low - fat diet and therapeutic doses of insulin in diabetes mellitus 1958 Effect of rice diet on diabetes mellitus associated with vascular disease 1976 Beneficial effects of a high carbohydrate, high fiber diet on hyperglycemic diabetic men 1977 Effect of carbohydrate restriction and high carbohydrates diets on men with chemical diabetes 1979 High - carbohydrate, high - fiber diets for insulin - treated men with diabetes mellitus 1981 High carbohydrate high in fibre diet in diabetes 1982 Response of non-insulin-dependent diabetic patients to an intensive program of diet and exercise 1983 Long - term use of a high - complex - carbohydrate, high - fiber, low - fat diet and exercise in the treatment of NIDDM patients 1994 Diet and exercise in the treatment of NIDDM: the need for early emphasis 1999 Toward improved management of NIDDM: A randomized, controlled, pilot intervention using a lowfat, vegetarian diet 2005 The effects of a low - fat, plant - based dietary intervention on body weight, metabolism, and insulin sensitivity 2006 A low - fat vegan diet improves glycemic control and cardiovascular risk factors in a randomized clinical trial in individuals with type 2 diabetes 2006 Effect of short ‐ term Pritikin diet therapy on the metabolic syndrome 2009 A low - fat vegan diet and a conventional diabetes diet in the treatment of type 2 diabetes: a randomized, controlled, 74 - wk clinical trial

Sivananda yoga is based upon five principles, proper exercise (12 poses in particular), proper breathing, proper relaxation, proper diet, and positive thinking and meditation.

Just prior to the start of an event or long training session ingest an Sodium Chloride based electrolyte with water and maintain proper hydration during exercise based upon conditions and intensity level of physical activity.

I do believe in setting a general range of calories to target daily based upon age, gender, exercise and lifestyle, understanding portion sizes and food groups which approximate that range daily, and getting on with your life.

The Sport Black is purely a visual exercise, with no mechanical changes, and commands a # 1900 premium over the 2 - litre SE - L Nav model upon which it is based.

(1) A credit services organization, its salespersons, agents, and representatives, and independent contractors who sell or attempt to sell the services of a credit services organization may not do any of the following: (a) conduct any business regulated by this chapter without first: (i) securing a certificate of registration from the division; and (ii) unless exempted under Section 13 -21-4, posting a bond, letter of credit, or certificate of deposit with the division in the amount of $ 100,000; (b) make a false statement, or fail to state a material fact, in connection with an application for registration with the division; (c) charge or receive any money or other valuable consideration prior to full and complete performance of the services the credit services organization has agreed to perform for the buyer; (d) dispute or challenge, or assist a person in disputing or challenging an entry in a credit report prepared by a consumer reporting agency without a factual basis for believing and obtaining a written statement for each entry from the person stating that that person believes that the entry contains a material error or omission, outdated information, inaccurate information, or unverifiable information; (e) charge or receive any money or other valuable consideration solely for referral of the buyer to a retail seller who will or may extend credit to the buyer, if the credit that is or will be extended to the buyer is upon substantially the same terms as those available to the general public; (f) make, or counsel or advise any buyer to make, any statement that is untrue or misleading and that is known, or that by the exercise of reasonable care should be known, to be untrue or misleading, to a credit reporting agency or to any person who has extended credit to a buyer or to whom a buyer is applying for an extension of credit, with respect to a buyer's creditworthiness, credit standing, or credit capacity; (g) make or use any untrue or misleading representations in the offer or sale of the services of a credit services organization or engage, directly or indirectly, in any act, practice, or course of business that operates or would operate as fraud or deception upon any person in connection with the offer or sale of the services of a credit services organization; and (h) transact any business as a credit services organization, as defined in Section 13 -21-2, without first having registered with the division by paying an annual fee set pursuant to Section 63J -1-504 and filing proof that it has obtained a bond or letter of credit as required by Subsection (2).

(3) Black - Scholes calculation based upon certain assumptions for Convertible Security including: MNOV stock price of $ 1.59 as of March 13, 2009; convertible security exercise price of $ 4.00; assumed risk - free interest rate of 0.44 %; one - year term for convertible security; and standard deviation volatility assumption of 69 % based upon MediciNova's 10 - K filed March 17, 2008.

These guidelines should be adjusted based upon your dog's body condition, life stage, exercise and activity level and environmental temperature.

A: Danbury Animal Welfare Society will provide all medications and age appropriate vaccines through adoption, Spaying / Neutering, food, including puppy / kitten formula (upon request) *, litter (upon request) *, crates or exercise pens, especially for litters, special Items on a case - by - case basis, direct supervision by Foster Coordinator including necessary vet needs of the animals.

Important factors include: how many worms are thought to be present based upon the tests performed, the size of the dog, the age of the dog, concurrent health factors, severity of the heart disease, and the degree to which exercise can be restricted in the recovery period.

[34] Released in January 1981 shortly before Woodman's death, it is 24 pages in length and is based upon selected pages from an Italian geometry exercise book.

Their contrived, consensually validated «necessity» for unbridled economic growth could be eventually seen as fraudent as well as an willful exercise of governmental and corporate malfeasence, all of it based upon the selfish interests of a tiny minority of wealthy and powerful people.

Discretionary orders of prothonotaries ought not be disturbed on appeal to a judge unless: a) the questions raised in the motion are vital to the final issue of the case, or b) the orders are clearly wrong, in the sense that the exercise of discretion by the prothonotary was based upon a wrong principle or upon a misapprehension of the facts.

Counsel still have a duty (perhaps even a heightened duty) to cooperate in the discovery process; to be transparent about what information exists, how it is maintained, and whether and how it can be retrieved; and, above all, to exercise sufficient diligence (even when venturing into unfamiliar territory like ESI) to ensure that all representations made to opposing parties and to the Court are truthful and are based upon a reasonable investigation of the facts.»

Counsel still have a duty (perhaps even a heightened duty) to cooperate in the discovery process; to be transparent about what information exists, how it is maintained, and whether and how it can be retrieved; and, above all, to exercise sufficient diligence (even when venturing into unfamiliar territory like cloud based ESI) to ensure that all representations made to opposing parties and to the Court are truthful and are based upon a reasonable investigation of the facts.»

I'm a fan of Haiku, and have been doing an exercise based upon it for several years now at conferences and law firm retreats.

Its provisions are intended to protect the rights of UK and EU citizens and «enable the effective exercise of rights derived from union law and based upon past life choices, where those citizens have exercised free movement rights by the specified date».

This is no easy task and often involves showing the Crown Counsel involved in the prosecution of your case the weaknesses of their case, the strengths of possible defences for the accused, showing the Crown that special or extra-ordinary circumstance exist for your client that may lead to the exercise of discretion based upon Crown policy and / or in generally advocating for the client.

Commercial tenants and business landlords will dispute responsibility for the victim's injuries based upon things such as, the tenant contractually agreed to indemnify the commercial landlord for any liability, and the commercial landlord may argue that the tenant undertook all control of the premises and therefore the landlord had no ability to exercise care in order to prevent the accident.

While it is true, of course, that this Court is free to reexamine for itself the evidentiary bases upon which rest decisions that allegedly impair or punish the exercise of Fourteenth Amendment freedoms, this does not mean that we are, of necessity, always, or even usually, compelled to do so.

Every public body and its officers, employees and agents acting within the scope of their employment or duties... are immune from liability for... Any claim based upon the performance of or the failure to exercise or perform a discretionary function or duty, whether or not the discretion is abused.

A clause that requires a minimum «rationality» in government actions has no application to» «an arbitrary and capricious right,»» Swain, supra, at 219 (quoting Lewis v. United States, supra, at 378); a constitutional principle that may invalidate state action on the basis of «stereotypic notions,» Mississippi University for Women v. Hogan, 458 U.S. 718, 725 (1982), does not explain the breadth of a procedure exercised on the» «sudden impressions and unaccountable prejudices we are apt to conceive upon the bare looks and gestures of another.»»

Finally the court will not exercise jurisdiction if the order would be of no effect in situs (where the property is located)... The mere fact, however, that the lex situs would not recognize the personal obligation upon which jurisdiction is based will not be a bar to the granting of the order.

The Court of Appeal found that the danger of the pond was obvious and there seemed to be no basis upon which it could be said that, in the exercise of reasonable care, the occupiers should have underlined or emphasised so obvious a danger.

Front of House Coordinator — Wilson's Steakhouse — 2015 - present • Manage host staff at elegant, 12 - table upscale steakhouse • Arrange reservations received by phone, online or walk - in guests, and schedule tables in an efficient and streamlined manner based on time of day • Greet guests upon entrance and provide menu with brief overview explanation • Train host staff in reservations system, point - of - sale system, and company standards for host expectations and duties • Lead daily staff briefings and monthly staff review meetings, conduct team - building exercises, and complete quarterly performance reviews for host staff members • Coordinate logistics with dining room staff to ensure seamless guest experience • Offer rewards program to guests and explain benefits of membership; increased overall guest memberships by 15 % after six months in the position

In any case, the requirement in item 72 should not, of itself, be sufficient basis upon which to exercise a discretion to dismiss proceedings.

based upon the deviation factors in paragraph (a), as well as the obligee parent's low income and ability to maintain the basic necessities of the home for the child, the likelihood that either parent will actually exercise the time - sharing schedule set forth in the parenting plan granted by the court, and whether all of the children are exercising the same time - sharing schedule.