Sentences with phrase «for circumstances described»

Not exact matches

The delay of applicability dates described in this final rule could defer or reduce start - up compliance costs, particularly in circumstances where more gradual steps toward preparing for compliance are less expensive.

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;

Actual results may vary materially from those expressed or implied by forward - looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the HSR Act, (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, (e) all or part of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee of $ 74 million, or (c) the circumstances of the termination, including the possible imposition of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.

However they have to describe at least a set of circumstances for me to make a judgment.

This life, characterized by an abiding joy, unceasing prayer and thanksgiving in all circumstances, is further described as «the will of God (for them) in Christ Jesus.»

Nevertheless, many contemporary critics (including Jewett) insist that everything in the letter must be directed by Paul to the historical circumstances of his first readers: everything in chapters 1 - 13 should be understood in terms of the community differences described briefly in chapter 14: the strong are contemptuous of the weak because of their observance of dietary and Sabbath rules, while the weak are judgmental of the strong for their failure to observe the same.

It appears that there is general though only implicit recognition of the fact that a call to the ministry includes at least these four elements (1) the call to be a Christian, which is variously described as the call to discipleship of Jesus Christ, to hearing and doing of the Word of God, to repentance and faith, et cetera; (2) the secret call, namely, that inner persuasion or experience whereby a person feels himself directly summoned or invited by God to take up the work of the ministry; (3) the providential call, which is that invitation and command to assume the work of the ministry which comes through the equipment of a person with the talents necessary for the exercise of the office and through the divine guidance of his life by all its circumstances; (4) the ecclesiastical call, that is, the summons and invitation extended to a man by some community or institution of the Church to engage in the work of the ministry.

During the process of airlifting pilgrims in 2016, the Pilgrims Affairs Office of Ghana apologised to unsuccessful pilgrims who were left stranded for days at the Airport and were unable to be airlifted to Saudi Arabia due to what the office described as circumstances beyond their control.

A national consensus statement describing the appropriate circumstances for anesthesia handovers to occur, that also incorporates best practices in communication, would be a helpful start to reduce the risks associated with these handovers,» concludes Dr. Jones.

The article describes protein requirements for athletic men, but I would like to understand what protein requirement would suit a woman under these circumstances.

Editor Billy Weber, art director Jack Fisk, costume designer Patricia Norris and casting director Dianne Crittenden sit in for a fascinating commentary, describing the film's unusual filming circumstances.

Moreover, teacher feedback on suspension forms for white students included notes that compassionately described extenuating circumstances that might have caused the behavior, i.e. «John's parents are going through a difficult divorce, and this may have affected his decision - making.»

But practicing nonviolence isn't difficult for most of us, except under particular circumstances which we will describe in a minute.

Across all of the questions and responses, for example, our students rarely described a specific circumstance or classroom in detail.

This 1991 Memorandum from the U. S. Department of Education advises that children with ADD / ADHD may be eligible for special education services under several existing categories including LD, OHI, ED; describes circumstances under which schools must provide services and supports under Section 504 of the Rehabilitation Act.

Because of the circumstances we have described already, the ability for families to leave school districts with which they are dissatisfied is largely constrained for low - income populations that are, ironically and unfortunately, most likely served by low - performing schools.

Shopping for a new crossover SUV can be described as an up - hill battle under the best of circumstances.

Some clauses even use the same word - for - word legalese to describe specific circumstances.

In The Thief Lord I tried to describe, how much children can care for each other even under the worst circumstances, even if they are left alone by...

My only regret is that there aren't more people who have enjoyed your writing, and the primary reason for that is the circumstance that I describe in this post.

As used in this paragraph, a «Covered Borrower» means any person who, at the time such person becomes obligated on a loan transaction or establishes an account for consumer credit, satisfies the requirements under any one or more of the following classifications, or is otherwise under applicable laws deemed to be a «Covered Borrower» under the Military Lending Act, 10 U.S. Code Section 987: (a) An active duty member of the Army, Navy, Marine Corps, Air Force or Coast Guard, or a person serving on active Guard and Reserve duty (a person described in this clause (a) of the definition of «Covered Borrower» is hereinafter referred to as a «Service Member»); or (b) Any of the following persons, relative to a Service Member: (1) The spouse; (2) A child under the age of 21; or (3) If dependent on the Service Member for more than one half of such person's support, any one or more of the following persons: (i) A child under the age of 23 enrolled in a full time course of study at an institution of higher learning; (ii) A child of any age incapable of self support due to a mental or physical incapacity that occurred before attaining age 23 while such person was dependent on the Service Member; (iii) Any unmarried person placed in legal custody of the Service Member who resides with such Service Member unless separated by military service or to receive institutional care or under other circumstances covered by Regulation; or (iv) A parent or parent - in - law residing in the Service Member's household.

Under specific circumstances, this information may provide a certain degree of assurance for a short - term performance of the fund or portfolio, provided that changes, such as the ones described above, do not take place.

The reason for raiding your IRA under these circumstances is because an IRA is not exempted in a bankruptcy from an Internal Revenue Service levy as described by federal law.

In the affidavit or witness statement, describe any special circumstances which you feel would make it unfair for the judgment to be enforced by HCEOs.

If you are an individual retirement investor, contact your financial advisor or other fiduciary unrelated to PIMCO about whether any given investment idea, strategy, product or service described herein may be appropriate for your circumstances.

The contract shall describe if they provide such replacements, under what circumstances and for what cost.

Travel insurance comes in a wide variety covers, where your «cover» describes the circumstances or events for which you may be compensated under your travel insurance policy.

Dystopia and anti-utopia are not interchangeable, and as terms describe parallel conditions which emerge from diametrically opposed motives: dystopia describes a deliberately oppressive society, built from its foundations as a structure of tyranny; while anti-utopia describes a more complex circumstance where the conditions for building utopia fail, and the results amount to those of a dystopian society.

4) The process you describe works well for some things, but in many circumstances, not least our present global sustainability circumstance, is enormously, by orders of magnitude, too slow and is overtaken by processes leading to grossly suboptimal outcomes.

Subject to the circumstances described below, no refunds are available for purchases of carbon credits.

But frankly, while I think it's silly for regulators to attempt to codify every adjective a lawyer might use in a communication concerning their services, at least to me, the circumstances as described above are easily handled by the prohibition against false, deceptive and misleading communications.

In finding that the circumstances described above would justify piercing the corporate veil, the Court endorsed earlier decisions that held that the corporate veil could properly be lifted when those in control of an otherwise validly incorporated corporation «expressly direct a wrongful thing to be done», or when a corporation «is completely dominated and controlled and being used as a shield for fraudulent or improper conduct.»

«Please don't think this won't happen to you»: The lessons learned from DLA's cyber attack To a packed room in which you could literally have heard a pin drop, on 26 February at Legal Leaders IT Forum in Gleneagles Daniel Pollick, outgoing CIO at DLA Piper, described for the first time in an open forum the circumstances surrounding the global «not - Petya» cyber incident that DLA was embroiled in on 27 June 2017 and the lessons that can be learned in its aftermath.

(2) In the circumstances described in subsection (1), the Board shall certify the trade union as the bargaining agent of the employees in the bargaining unit that the Board determines could be appropriate for collective bargaining.

487.11 Either a peace officer or a public officer who has been appointed or designated to administer or enforce a federal or provincial law and whose duties include the enforcement of this or any other Act of Parliament may, in the course of their duties, exercise any of the powers described in section 487, 492.1 or 492.2 without a warrant if the conditions for obtaining a warrant exist but it would not be feasible to obtain a warrant because of exigent circumstances.

a completed Hardship Affidavit describing the circumstances responsible for the decrease in your income or the increase in your expenses.

The case law describing the range of circumstances invoked by open - ended lists of factors and interpreting phrases such as «undue hardship,» and similar idiomatic expressions such as «unless the court otherwise orders» and «unless it would be inappropriate,» must be consulted to properly understand the law, creating a significant barrier to justice for people not trained in legal research and the jurisdictional nuances of stare decisis.

-- A service provider shall not be liable for monetary relief, or, except as provided in subsection (j), for injunctive or other equitable relief, for infringement of copyright by reason of the provider referring or linking users to an online location containing infringing material or infringing activity, by using information location tools, including a directory, index, reference, pointer, or hypertext link, if the service provider --(1)(A) does not have actual knowledge that the material or activity is infringing; (B) in the absence of such actual knowledge, is not aware of facts or circumstances from which infringing activity is apparent; or (C) upon obtaining such knowledge or awareness, acts expeditiously to remove, or disable access to, the material; (2) does not receive a financial benefit directly attributable to the infringing activity, in a case in which the service provider has the right and ability to control such activity; and (3) upon notification of claimed infringement as described in subsection (c)(3), responds expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity, except that, for purposes of this paragraph, the information described in subsection (c)(3)(A)(iii) shall be identification of the reference or link, to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link.

For example, Practice 651 is reserved for points in cases that describe the circumstances when a plaintiff may be added in a civil actiFor example, Practice 651 is reserved for points in cases that describe the circumstances when a plaintiff may be added in a civil actifor points in cases that describe the circumstances when a plaintiff may be added in a civil action.

(1) A person who intends to apply for one or more benefits described in this Regulation shall notify the insurer of his or her intention no later than the seventh day after the circumstances arose that give rise to the entitlement to the benefit, or as soon as practicable after that day.

provides a housekeeping and home maintenance benefit payable in the circumstances described in section 23 even if the impairment sustained by the insured person is not a catastrophic impairment, but not for expenses incurred more than 104 weeks after the onset of the disability.

i. provides caregiver benefits payable in the circumstances described in section 13 if, as a result of and within 104 weeks after the accident, the insured person suffers a substantial inability to engage in the caregiving activities in which he or she engaged at the time of the accident even if the impairment sustained by the insured person is not a catastrophic impairment, but not for any period longer than 104 weeks of disability unless, as a result of the accident, the insured person is suffering a complete inability to carry on a normal life, and

If you have acted for a lender in the scenario described above and there has been a fraud, there is the potential for a claim and the circumstances of your matter should be reported to LAWPRO — see the How to report a claim page on our website.

2032 (b) In determining what is just and reasonable under the relative circumstances, the court shall take into consideration the need for the award to enable each party, to the extent practical, to have sufficient financial resources to present the party's case adequately, taking into consideration, to the extent relevant, the circumstances of the respective parties described in Section 4320.

Canon law creates the office, provides for the office's duties and responsibilities, and describes the circumstances under which the office can be brought to an end.

«A lawyer may ethically outsource legal support services overseas to a non-lawyer if the lawyer (a) rigorously supervises the non-lawyer, so as to avoid aiding the non-lawyer in the unauthorized practice of law and to ensure that the non-lawyer's work contributes to the lawyer's competent representation of the client; (b) preserves the client's confidences and secrets when outsourcing; (c) under the circumstances described in this Opinion, avoids conflicts of interest when outsourcing; (d) bills for outsourcing appropriately; and (e) under the circumstances described in this Opinion, obtains the client's informed advance consent to outsourcing.»

In doing so, he looked at the surrounding circumstances when the grant was made, including two documents composed by the local authority, written after the grant, which sought to interpret the right of way (for example, one of them described the right as being for «reasonable use only to enter into the rear garden» and that «visitors to your property should predominately [sic] use the front door and not avail themselves to the rear garden of your neighbours»).

Consider a second scenario, nearly identical to the first, except that instead of sending a «deficiency notice», the contract describes a «failure notice» for exactly the same circumstances.

The Ontario Court of Appeal described the circumstances when an employee may be terminated for just cause in its seminal decision Port Arthur Shipbuilding Co. 1 finding that an employee may be terminated for cause if he or she is «guilty of serious misconduct, habitual neglect of duty, incompetence, or conduct incompatible with his duties, or prejudicial to the employer's business, or if he has been guilty of wilful disobedience to the employer's orders in a matter of substance.»

Canadian case law also recognizes that an employee's refusal or failure to undergo an alcohol or drug test in the circumstances described above may properly be viewed as a serious violation of an employer's drug and alcohol policy, and may itself be grounds for serious discipline.