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| | engages in the speculative trading of a diversified portfolio of futures, forwards (including interbank foreign currencies), options contracts and other derivative instruments (including swap contracts), and may, from time to time, engage in cash and spot transactions;
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| | allocates funds to a limited liability trading company or companies (Trading Company or Trading Companies) and Galaxy Plus entities (Galaxy Plus). Except as otherwise described in these notes, each Trading Company and Galaxy Plus entity has one-year renewable contracts with its own independent commodity trading advisor(s), or each, a Trading Advisor, that will manage all or a portion of such Trading Companys and Galaxy Plus assets and make the trading decisions for the assets of each Series vested in such Trading Company and Galaxy Plus entity. Each Trading Company and Galaxy Plus entity will segregate its assets from any other Trading Company and Galaxy Plus entity;
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| | maintains separate, distinct records for each Series, and accounts for the assets of each Series separately from the other Series;
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| | calculates the Net Asset Value (NAV) of its Units for each Series separately from the other Series;
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| | has an investment objective of increasing the value of each Series Units over the long term (capital appreciation), while managing risk and volatility; further, to offer exposure to the investment programs of individual Trading Advisors and to specific instruments;
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F-23 | hedge |
In addition, we are exposed to foreign currency translation risk for those subsidiaries whose functional currency is not the U.S. Dollar as changes in the value of their functional currency relative to the U.S. Dollar can adversely affect the translated amounts of our sales, expenses, net income, assets and liabilities. This can, in turn, affect the reported value and relative growth of sales and net income from one period to the next. In addition, changes in the translated value of assets and liabilities due to changes in functional currency exchange rates relative to the U.S. Dollar result in foreign currency translation adjustments that are a component of other comprehensive income or loss. Foreign currency derivative instruments can be used to hedge exposures and reduce the risks of certain foreign currency transactions; however, these instruments provide only limited protection and can carry significant cost. We have no foreign currency derivative instrument hedges as of March 26, 2021. We will continue to analyze our exposure to currency exchange rate fluctuations and may engage in financial hedging techniques in the future to attempt to minimize the effect of these potential fluctuations. Exchange rate fluctuations may adversely affect our financial results in the future. | hedge |
The Insurance Group issues certain variable annuity products with Guaranteed Minimum Death Benefit ("GMBD") and Guaranteed Minimum Income Benefit ("GMIB") features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholder account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in GMIB benefits, in the event of election, being higher than what accumulated policyholders account balances would support. For both GMDB and GMIB, AXA Financial Group retains basis risk and risk associated with actual versus expected assumptions for mortality, lapse and election rate. AXA Financial Group regularly enters into futures contracts to hedge such risks. The futures contracts are managed to correlate with changes in the value of the GMDB and GMIB feature that result from financial markets movements. In addition, AXA Financial Group has purchased reinsurance contracts to mitigate the risks associated with the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by AXA Financial Group. Reinsurance contracts covering GMIB exposure are considered derivatives under SFAS No. 133 and, therefore, must be reported in the balance sheet at their fair value. GMIB reinsurance fair values are reported in the consolidated balance sheets in Other assets. Changes in GMIB reinsurance fair values are reflected in Commissions, fees and other income in the consolidated statements of earnings. Since there is no readily available market for GMIB reinsurance contracts, the determination of their fair values is based on models which involve numerous estimates and subjective judgments including those regarding expected market rates of return and volatility, GMIB election rates, contract surrender rates and mortality experience. There can be no assurance that ultimate actual experience will not differ from management's estimates. See Note 8 of Notes to Consolidated Financial Statements. | hedge |
The Company has exposure to foreign currency risk as a result of having international subsidiaries in the United Kingdom and Canada. For the Company's operations in the United Kingdom, the Company uses local currency borrowings to hedge its earnings and cash flow exposure to adverse changes in foreign currency exchange rates. At February 29, 2000, management believes that a hypothetical 10% adverse change in foreign currency exchange rates would not result in a material adverse impact on either earnings or cash flow. The Company also has exposure to foreign currency risk as a result of contracts to purchase inventory items that are denominated in various foreign currencies. In order to reduce the risk of foreign currency exchange rate fluctuations resulting from these contracts, the Company periodically enters into foreign exchange hedging agreements. At February 29, 2000, the potential loss on outstanding foreign exchange hedging agreements from a hypothetical 10% adverse change in foreign currency exchange rates would not be material. | hedge |
| | | To limit the exposure to price fluctuations for physical purchases and sales of natural gas in the course of normal operations, and
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| | | To limit the exposure to interest rate fluctuations on debt securities.
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TEC uses derivatives only to reduce normal operating and market risks, not for speculative purposes. TECs primary objective in using derivative instruments for regulated operations is to reduce the impact of market price volatility on ratepayers. | hedge |
| | To limit the exposure to price fluctuations for physical purchases and sales of natural gas in the course of normal operations at Tampa Electric and PGS;
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| | To limit the exposure to interest rate fluctuations on debt securities at TECO Energy and its affiliates; and
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| | To limit the exposure to price fluctuations for physical purchases of fuel at TECO Coal.
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TECO Energy and its affiliates use derivatives only to reduce normal operating and market risks, not for speculative purposes. TECs primary objective in using derivative instruments for regulated operations is to reduce the impact of market price volatility on ratepayers. | hedge |
| | | Price fluctuations for physical purchases and sales of natural gas in the course of normal operations at Tampa Electric and PGS;
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| | | Interest rate fluctuations on debt at TECO Energy and its affiliates; and
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| | | Price fluctuations for physical purchases of fuel at TECO Coal.
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Our companies use derivatives only to reduce normal operating and market risks, not for speculative purposes. Our primary objective in using derivative instruments for regulated operations is to reduce the impact of market price volatility on ratepayers. For unregulated operations, the companies use derivative instruments primarily to mitigate the price uncertainty related to commodity inputs, such as diesel fuel. | hedge |
Our potential use of interest rate hedging arrangements to manage risk associated with interest rate volatility might expose us to additional risks, including the risk that a counterparty to a hedging arrangement fails to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs. | hedge |
We use derivative instruments, including interest rate caps, collars and swaps in our strategy to manage interest rate risk associated with the variable interest rate on our bank credit facility and the fixed interest rates on our senior notes and senior subordinated notes. Our objective in managing interest rate risk is to achieve the lowest possible cost of debt and manage volatility in the effective cost of debt. We continually monitor risk exposures from derivative instruments held and make the appropriate adjustments to manage these risks within managements established limits. We account for our derivative instruments in accordance with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, or SFAS 133, which requires that all derivative instruments be recorded on the consolidated balance sheet at fair value. In order to qualify for hedge accounting in accordance with SFAS 133, the underlying hedged item must expose us to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce our exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss and is recorded as a component to interest expense in the period of change. We exclude the change in the time value of money when assessing the effectiveness of the hedging relationship. All derivatives are evaluated quarterly. | hedge |
We use various financial instruments, including derivatives, to minimize the effects of the volatility of commodity price changes primarily related to corn, natural gas and ethanol. We monitor and manage this exposure as part of our overall risk management policy. As such, we seek to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. We may take hedging positions in these commodities as one way to mitigate risk. We have put in place commodity price risk management strategies that seek to reduce significant, unanticipated earnings fluctuations that may arise from volatility in commodity prices, principally through the use of derivative instruments. While we attempt to link our hedging activities to our purchase and sales activities, there are situations where these hedging activities can themselves result in losses. | hedge |
Our primary market risk exposures include equity price risk, interest rate risk, commodity price risk (the price paid to obtain diesel fuel for our trucks), and foreign currency exchange rate risk. The potential adverse impact of these risks are discussed below. While the Company has used derivative financial instruments in the past to manage its interest rate and commodity price risks, the Company does not currently enter into such instruments for risk management purposes or for speculation or trading. | hedge |
CH Energy Group and its subsidiaries enter into derivative contracts in conjunction with the Companys energy risk management program to hedge certain risk exposure related to its business operations. The derivative contracts are typically either exchange-traded or over-the-counter (OTC) instruments. The primary risks the Company seeks to manage by using derivative instruments are interest rate risk and commodity price risk. Central Hudson uses derivative contracts to reduce the impact of volatility in the prices of natural gas and electricity and to hedge exposure to volatility in interest rates for its variable rate long-term debt. Griffith uses derivative instruments to reduce the impact of volatility in the price of heating oil purchased for delivery to its customers. All derivative transactions are associated with commodity purchases and are not used for speculative purposes. CH Energy Group and its subsidiaries derivative activities consist of the following: | hedge |
The Company is exposed to market risk, such as changes in commodity prices and foreign exchange rates. To manage the volatility related to these exposures, the Company enters into various derivative products, such as forwards and futures contracts. By policy, the Company historically has entered into derivative financial instruments for the purpose of hedging substantially all of Company's market exposure to precious metals prices, and not for speculative purposes. The Companys gains (losses) on derivative instruments are substantially offset by the changes in the fair market value of the underlying precious metals inventory, both of which are recorded in cost of sales in the consolidated statements of income. | hedge |
The Company is exposed to certain market risks related to foreign currency exchange rates. In order to manage the risk associated with this exposure to such fluctuations, the Company occasionally uses derivative financial instruments. The Company does not enter into derivatives for trading purposes. | hedge |
As of December 31, 2014, the Companys financial instruments were not exposed to significant market risk due to foreign currency exchange risk, commodity price risk or equity price risk. However, the Company is exposed to interest rate risk due to possible changes in short term interest rates as it invests its cash or borrows on its $245 million revolving credit facility, which as of December 31, 2014 had an annual variable interest rate of approximately 1.77%. Based on the outstanding balance of the Companys $245 million revolving credit facility at December 31, 2014 of $91.6 million, every 100 basis points change in interest rates can potentially impact the Companys annual net income by approximately $0.9 million, with all other factors remaining the same. The Companys cash balance at December 31, 2014 was $0. With the exception of four interest rate swap transactions, the Company has not engaged in transactions in derivative financial instruments or derivative commodity instruments. | hedge |
As discussed under Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources, a portion of our indebtedness consists of term loans and revolving credit facility borrowings with variable rates of interest that expose us to interest rate risks. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. Our Term Loan is subject to variable interest rates but includes a eurocurrency "floor" that is higher than the corresponding market rate currently prevailing. As such, a hypothetical 100 basis point increase in current interest rates would not have a material impact on our annual interest expense; however, a hypothetical 200 basis point increase in interest rates would increase our annual interest expense by $8 million. We will be exposed to the risk of rising interest rates to the extent that we fund our operations with short-term or variable-rate borrowings. Even if we enter into interest rate swaps in the future in order to reduce future interest rate volatility, we may not elect to maintain such interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. In addition, we have significant fixed rate indebtedness that includes prepayment penalties which could prevent us from taking advantage of any future decrease in interest rates that may otherwise be applicable to us. | hedge |
Mid American Energy is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk as it has an obligation to serve retail customer load in its regulated service territory. Mid American Energy also provides nonregulated retail electricity and natural gas services in competitive markets. Mid American Energy's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for regulated and nonregulated retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather; market liquidity; generating facility availability; customer usage; storage; and transmission and transportation constraints. Mid American Energy does not engage in a material amount of proprietary trading activities. To mitigate a portion of its commodity price risk, Mid American Energy uses commodity contracts, which may be accounted for as derivatives, including forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. Mid American Energy does not hedge all of its commodity price risk, thereby exposing the unhedged portion to changes in market prices. Mid American Energy's exposure to commodity price risk is generally limited by its ability to include the costs in regulated rates, which is subject to regulatory lag that occurs between the time the costs are incurred and when the costs are included in regulated rates. | hedge |
. We may invest without limitation in warrants and may also use derivatives, primarily swaps (including equity, variance and volatility swaps), options and futures contracts on securities, interest rates, commodities and/or currencies, as substitutes for direct investments the Company can make. We may also use derivatives such as swaps, options (including options on futures), futures, and foreign currency transactions (e.g., foreign currency swaps, futures and forwards) to any extent deemed by the Adviser to be in the best interest of the Company, and to the extent permitted by the 1940 Act, to hedge various investments for risk management and speculative purposes (collectively, Derivative Transactions). We may use any or all types of Derivative Transactions which we are authorized to use at any time; no particular strategy will dictate the use of one type of Derivative Transaction rather than another, as use of any authorized Derivative Transaction will be a function of numerous variables, including market conditions. Derivative Transactions involve certain risks and special considerations. Risks of Derivative Transactions include the imperfect correlation between the value of such instruments and the underlying assets, the possible default of the other party to the transaction or illiquidity of the derivative instruments. Furthermore, the ability to successfully use Derivative Transactions depends on the Advisers ability to predict pertinent market movements. Because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement may not only result in the loss of the entire investment, but may also expose the Company to the possibility of a loss exceeding the original amount invested. Thus, the use of Derivative Transactions may result in losses greater than if they had not been used, may require the Company to sell or purchase portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Company can realize on an investment or may cause the Company to hold a security that it might otherwise sell. The use of foreign currency transactions can result in the Company incurring losses as a result of the imposition of exchange controls, the suspension of settlements or the inability of the Company to deliver or receive a specified currency. Additionally, amounts paid by the Company as premiums and cash or other assets held in margin accounts with respect to Derivative Transactions are not otherwise available to the Company for investment purposes. | hedge |
The Companys functional currency is the United States dollar. The Company operates in foreign jurisdictions, giving rise to exposure to market risks from changes in foreign currency rates. The financial risk to the Company's operations arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. | hedge |
Market risk represents the risk of loss that may impact our financial condition through adverse changes in financial market prices and rates and inflation. Changes in these factors could cause fluctuations in our results of operations and cash flows. In the ordinary course of business, we are primarily exposed to foreign exchange rate and interest rate risks. We manage our exposure to these market risks through regular operating and financing activities. In the past, we have also attempted to reduce our market risks through hedging instruments such as interest rate swaps. | hedge |
Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exemption from registration under the 1940 Act, we may mitigate the risk of interest rate volatility through the use of hedging instruments, such as interest rate swap agreements and interest rate cap agreements. The goal of our interest rate management strategy is to minimize or eliminate the effects of interest rate changes on the value of our assets, to improve risk-adjusted returns and, where possible, to lock in, on a long-term basis, a favorable spread between the yield on our assets and the cost of financing such assets. In addition, because we are exposed to foreign currency exchange rate fluctuations, we employ foreign currency risk management strategies, including the use of, among others, currency hedges, and matched currency financing. We can provide no assurances, however, that our efforts to manage interest rate and foreign currency exchange rate volatility will successfully mitigate the risks of such volatility on our portfolio. | hedge |
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We utilize derivative instruments and undertake foreign currency hedging activities in accordance with our established policies for the management of market risk. We do not enter into derivative instruments for trading or other speculative purposes. We believe that our use of derivative instruments and related hedging activities does not expose us to any material interest rate risk, foreign currency exchange rate risk, commodity price risk, credit risk or any other material market or price risk. As of December 31, 2008 and 2007, our consolidated balance sheets included net foreign currency derivative liabilities of $20.3 million and net foreign currency derivative assets of $4.6 million, respectively. If we were to incur a hypothetical 10% adverse change in foreign currency exchange rates, net unrealized losses associated with our foreign currency denominated assets and liabilities and related foreign currency forward contracts as of December 31, 2008 would approximate $39.2 million, including $30.7 million related to our Singapore dollar exposures. All of our outstanding foreign currency forward contracts mature during the next three years. As of December 31, 2008, the estimated amount of net unrealized losses on derivative instruments, net of tax, that will be reclassified to earnings during the next twelve months was as follows (in millions):
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The Company has exposure to the impact of foreign currency fluctuations and changes in market values of its investments. The entities in which we hold investments operate in markets that have experienced significant market price fluctuations during the year-ended March 31, 2003. These entities, in which the Company holds varying percentage interests, operate and sell their products in various global markets; however, the majority of their sales are denominated in U.S. dollars thus mitigating much of the foreign currency risk. The Company does not hold any derivative financial instruments for trading purposes at March 31, 2003. | hedge |
As a result of our financing activities, the Company is exposed to changes in interest rates that may adversely affect operating results. The Company actively monitors its exposure to interest rate risk and from time to time uses derivative financial instruments to manage the impact of this risk. The Company uses derivatives only for the purpose of managing risk associated with underlying exposure. The Company does not trade or use instruments with the objective of earning financial gains on the interest rate, nor does the Company use derivatives instruments where it does not have underlying exposure. The Company manages its hedging position and monitors the credit ratings of counterparties and does not anticipate losses due to counterparty nonperformance. Management believes its use of derivative instruments to manage risk is in the Companys best interest. However, the Companys use of derivative financial instruments may result in short-term gains or losses and increased volatility. | hedge |
Our results of operations and operating cash flow are impacted by changes in market prices for crude oil and gas. We believe the use of derivative instruments, although not free of risk, allows us to reduce our exposure to crude oil and natural gas sales price fluctuations and thereby achieve a more predictable cash flow. While the use of derivative instruments limits the downside risk of adverse price movements, their use may also limit future revenues from favorable price movements. Moreover, our derivative contracts generally do not apply to all of our production and thus provide only partial price protection against declines in commodity prices. We expect that the amount of our derivative contracts will vary from time to time. See Item 1 A. Risk Factors Our hedging activities may prevent us from benefiting from price increases and may expose us to other risks and Item 7 A. Quantitative and Qualitative Disclosures About Market Risk Derivative Instruments and Hedging Activities. | hedge |
Hospira's operations are exposed to currency exchange-rate risk, which is mitigated by Hospira's use of foreign currency forward exchange contracts ("forward contracts"). The objective in managing exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flows associated with these changes. Currency exposures include third-party and inter-company payables and receivables, and intercompany loans where the asset or liability is denominated in a currency other than the functional currency of the entity. Forward contract gains and losses on these exposures substantially offset the remeasurement of the related asset or liability, and both are included in Other income, net. In addition, currency exposures exist for certain subsidiaries for anticipated intercompany purchases, firm commitments, and third-party forecasted transactions expected to be denominated in a | hedge |
Sears Canada mitigates the risk of currency fluctuations on offshore merchandise purchases denominated in U.S. currency by purchasing U.S. dollar denominated option contracts for a portion of its expected requirements. Since Holdings functional currency is the U.S. dollar, we are not directly exposed to the risk of exchange rate changes due to Sears Canadas merchandise purchases, and therefore we do not account for these instruments as a hedge of our foreign currency exposure risk. | hedge |
Hospira accounts for derivatives in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). Hospira's operations are exposed to currency exchange-rate risk, which is mitigated by Hospira's use of foreign currency forward exchange contracts ("forward contracts"). The objective in managing exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flows associated with these changes. Currency exposures include third-party and inter-company payables and receivables, and intercompany loans where the asset or liability is denominated in a currency other than the functional currency of the entity. Forward contract gains and losses on these exposures substantially offset the remeasurement of the related asset or liability, and both are included in Other income, net. In addition, currency exposures exist for certain subsidiaries for anticipated intercompany purchases, firm commitments, and third-party forecasted transactions expected to be denominated in a foreign currency due to changes in foreign exchange rates. Forward contract gains and losses related to such exposures are also included in Other income, net during the term of the forward contract, as they are not formally designated as hedges under SFAS No. 133. Net forward contract (income) expense for the years ended December 31, 2008, 2007 and 2006 was $(1.8) million, $3.4 million and $(2.0) million, respectively, and are included in Other income, net in the consolidated statements of income. The carrying value and fair value of forward contracts was a net payable of $12.7 million and $10.6 million as of December 31, 2008 and 2007, respectively. | hedge |
We maintain a level of cash and securities which, combined with expected cash inflows from investments and operations, is believed adequate to meet anticipated short-term and long-term benefit and expense payment obligations. However, withdrawal and surrender levels may differ from anticipated levels for a variety of reasons, such as changes in economic conditions or changes in our claims paying ability and financial strength ratings. For additional information regarding our exposure to interest rate risk and the impact of a downgrade in our financial strength ratings, see Changes in interest rates or credit spreads or a sustained low interest rate environment may adversely affect our results of operations, financial condition and liquidity, and our net income can vary from period to period and A downgrade in our financial strength or credit ratings may increase policy surrenders and withdrawals, reduce new sales, terminate relationships with distributors, impact existing liabilities and increase our cost of capital, any of which could adversely affect our profitability and financial condition. In addition, mark-to-market adjustments on our derivative instruments may lead to fluctuations in our reported capital. Volatility, uncertainty or disruptions in the capital or credit markets may result in the need for additional capital to maintain a targeted level of U.S. statutory capital relative to the NAICs RBC requirements. In the event our current internal sources of liquidity do not satisfy our needs, we may have to seek additional financing and, in such case, we may not be able to successfully obtain additional financing on favorable terms, or at all. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as customers or lenders perception of our long- or short-term financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. | hedge |
In an attempt to partially offset the effects of volatility of ethanol, distillers grains, corn oil, corn and natural gas prices, we enter into forward contracts to sell a portion of our respective ethanol, distillers grains and corn oil production or to purchase a portion of our respective corn or natural gas requirements. To a much lesser extent, we also engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas, ethanol and unleaded gasoline from time to time. The financial statement impact of these activities is dependent upon, among other things, the prices involved and our ability to physically receive or deliver the commodities involved. Hedging arrangements also expose us to the risk of financial loss in situations where the counterparty to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the price of the commodity underlying the hedging agreement and the actual prices paid or received by us for the physical commodity bought or sold. Hedging activities can themselves result in losses when a position is purchased in a declining market or a position is sold in a rising market. A hedge position is often settled in the same time frame as the physical commodity is either purchased (corn and natural gas) or sold (ethanol, distillers grains and corn oil). Hedging losses may be offset by a decreased cash price for corn and natural gas and an increased cash price for ethanol, distillers grains and corn oil. We also vary the amount of hedging or other risk mitigation strategies we undertake, and we may choose not to engage in hedging transactions at all. We cannot assure you that our risk management and hedging activities will be effective in offsetting the effects of volatility. If we fail to offset such volatility, our results of operations and financial position may be adversely affected. | hedge |
We enter into forward contracts to supply a portion of our respective ethanol and distillers grains production or to purchase a portion of our respective corn or natural gas requirements in an attempt to partially offset the effects of volatility of ethanol, distillers grains, corn and natural gas prices. To a much lesser extent, we also engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas and ethanol from time to time. The financial statement impact of these activities is dependent upon, among other things, the prices involved and our ability to physically receive or deliver the commodities involved. Hedging arrangements also expose us to the risk of financial loss in situations where the counterparty to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the price of the commodity underlying the hedging agreement and the actual prices paid or received by us for the physical commodity bought or sold. Hedging activities can themselves result in losses when a position is purchased in a declining market or a position is sold in a rising market. A hedge position is often settled in the same time frame as the physical commodity is either purchased (corn and natural gas) or sold (ethanol, distillers grains and corn oil). Hedging losses may be offset by a decreased cash price for corn and natural gas and an increased cash price for ethanol, distillers grains and corn oil. We also vary the amount of hedging or other risk mitigation strategies we undertake, and we may choose not to engage in hedging | hedge |
We are exposed to market risks related to the volatility of natural gas, NGLs and oil prices. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. These derivative instruments apply to a varying portion of our production and provide only partial price protection. These arrangements limit the benefit to us of increases in prices but offer protection in the event of price declines. Further, if our counterparties defaulted, this protection might be limited as we might not receive the benefits of the derivatives. Realized prices are primarily driven by worldwide prices for oil and spot market prices for North American natural gas production. Natural gas and oil prices have been volatile and unpredictable for many years. Natural gas prices affect us more than oil prices because approximately 65% of our December 31, 2016 proved reserves were natural gas. We are also exposed to market risks related to changes in interest rates. These risks did not change materially from December 31, 2015 to December 31, 2016. | hedge |
Off-Balance-Sheet Financial Instruments The Company's policy is to use derivative financial instruments to manage its exposure to fluctuations in interest rates, foreign- currency exchange rates and energy prices. Transactions involving these financial instruments expose the Company to market and credit risks which may at times be concentrated with certain counterparties, although counterparty nonperformance is not anticipated. | hedge |
Interest-Rate Risk
The Company is exposed to fluctuations in interest rates primarily
as a result of its fixed-rate long-term debt. The Company has
historically funded utility operations through long-term bond issues
with fixed interest rates. With the restructuring of the regulatory
process, greater flexibility has been permitted within the debt-
management process. As a result, recent debt offerings have been
selected with short-term maturities to take advantage of yield
curves or used a combination of fixed- and floating-rate debt.
Interest rate swaps, subject to regulatory constraints, may be used
to adjust interest-rate exposures when appropriate, based upon
market conditions. However, no such swaps are in place at December
31, 1998.
A portion of the Company's borrowings is denominated in foreign
currencies, which expose the Company to market risk associated with
exchange-rate movements. The Company's policy generally is to hedge
major foreign-currency cash exposures through swap transactions.
These contracts are entered into with major international banks,
thereby minimizing the risk of credit loss.
The Va R on the Company's fixed-rate long-term debt is estimated
at approximately $168 million as of December 31, 1998, assuming a
one-year holding period. The Va R attributable to currency exchange
rates nets to zero as a result of a currency swap that is directly
matched to the Company's Swiss Franc debt obligation, its only non-
dollar-denominated debt. | hedge |
Derivative Financial Instruments
The Company's policy is to use derivative financial instruments to
manage exposure to fluctuations in interest rates, foreign currency
exchange rates and energy prices. The Company also uses and trades
derivative financial instruments in its energy trading and marketing
activities. Transactions involving these financial instruments are
with reputable firms and major exchanges. The use of these
instruments may expose the Company to market and credit risks. At
times, credit risk may be concentrated with certain counterparties,
although counterparty nonperformance is not anticipated.
Sempra Energy Trading derives a substantial portion of its
revenue from risk management and trading activities in natural gas,
petroleum and electricity. Profits are earned as SET acts as a
dealer in structuring and executing transactions that assist its
customers in managing their energy-price risk. In addition, SET may,
on a limited basis, take positions in energy markets based on the
expectation of future market conditions. These positions include
options, forwards, futures and swaps. See Note 9 of the notes to
Consolidated Financial Statements and the following "Market Risk
Management Activities" section for additional information regarding
SET's use of derivative financial instruments.
The Company's regulated operations use energy derivatives to
manage natural gas price risk associated with servicing their load
requirements. These instruments include forward contracts, futures,
swaps, options and other contracts, with maturities ranging from 30
days to 12 months. In the case of price-risk management activities,
the use of derivative financial instruments by the Company's
regulated operations is subject to certain limitations imposed by
established Company policy and regulatory requirements. See Note 9
of the notes to Consolidated Financial Statements and the "Market
Risk Management Activities" section below for further information
regarding the use of energy derivatives by the Company's regulated
operations. | hedge |
The Company is exposed to certain financial risk from volatility in interest rates, foreign exchange rates and commodity prices. The risk is managed through the use of financial derivative instruments including interest rate swaps, foreign currency forward contracts and commodity swaps. The Companys current derivative instruments are used strictly as an economic hedge and not for speculative purposes. As necessary, the Company adjusts the values of the derivative instruments for counter-party or credit risk. | hedge |
The foreign currency contracts consist of forward rate contracts which are intended to hedge exposure of transactions denominated in certain currencies and reduce the impact of currency price volatility on the Companys financial results. The commodity contracts consist of forward rate contracts which are intended to hedge exposure of transactions involving purchases of component parts containing aluminum and steel and natural gas to power our facilities, reducing the impact of commodity price volatility on the Companys financial results. | hedge |
In the normal course of business, the Company is exposed to fluctuations in interest rates, foreign currency exchange rates, and commodity prices. The risk is managed through the use of financial derivative instruments including interest rate swaps and commodity and foreign currency forward contracts. Despite the fact that the Company either has not elected or does not qualify for hedge accounting treatment on all of its derivative instruments, the contracts are used strictly as an economic hedge and not for speculative purposes. As necessary, the Company adjusts the values of the derivative instruments for counter-party or credit risk. NOTE 8 provides further information on the accounting treatment of the Companys derivative instruments. | hedge |
We are not subject to currency fluctuations since we do not have any international operations other than Puerto Rico where the currency is the U.S. dollar. We have limited market risk exposure since we do not have any outstanding variable rate debt or derivative financial and commodity instruments as of December 20, 2000. Our financial instruments outstanding at September 24, 2000 with market risk are our 9 5/8% Senior Subordinated Notes due 2009 and our 12 1/2% Senior Notes due 2002 of which only an aggregate principal amount of $100,000 remains outstanding. | hedge |
We are exposed to market risk from changes in commodity prices and, to the extent we have working capital available, we engage in hedging transactions which involve risks that could harm our business. Exposure to commodity price risk results from our dependence on corn, and to the extent our steam source is not available, natural gas, in the ethanol production process. We seek to minimize the risks from fluctuations in the price of corn through the use of hedging instruments when working capital is available. The effectiveness of our hedging strategies is dependent upon the cost of commodities and our ability to sell sufficient products to use all of the commodities for which we have futures contracts. There is no assurance that our hedging activities will successfully reduce the risk caused by price fluctuation which may leave us vulnerable to high prices. Alternatively, we may choose not to engage in hedging transactions in the future. As a result, our future results of operations and financial conditions may also be adversely affected during periods in which corn prices increase. We do not designate these contracts as hedges for accounting purposes. | hedge |
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A substantial amount of the costs and expenditures incurred by our international operations, including a portion of the construction payments for the ENSCO 8500 Series rigs, are settled in the local currencies of the countries in which we operate, exposing us to risks associated with fluctuation in the value of these currencies relative to the U.S. dollar. We use foreign currency forward contracts to reduce this exposure. However, the relative weakening in the value of the U.S. dollar in relation to the local currencies in these countries may increase our costs and expenditures. Our international operations are also subject to various laws and regulations in countries in which we operate, including laws and regulations relating to the operation of drilling rigs and the requirement for equipment thereon. Governments in some non-U.S. countries have become increasingly active in regulating and controlling the ownership of oil, natural gas and mineral concessions and companies holding concessions, the exploration of oil and natural gas and other aspects of the oil and gas industry in their countries. In addition, government action, including initiatives by OPEC, may continue to cause oil and/or natural gas price volatility. In some areas of the world, government activity has adversely affected the amount of exploration and development work performed by major international oil companies and may continue to do so. There can be no assurance that such laws and regulations or activities will not have a material adverse effect on our future operations. | hedge |
In the normal course of business, we are exposed to fluctuations in interest rates and equity market risks as we seek debt and equity capital to sustain our operations. We are also exposed to fluctuations in foreign currency exchange rates as the financial results of our foreign subsidiaries are translated into U.S. dollars in consolidation. We do not use derivative instruments or hedging to manage our exposures and do not currently hold any market risk sensitive instruments for trading purposes. | hedge |
Historically the Company has had limited exposure to currency fluctuations since transactions with customers located outside the United States have generally been denominated in U.S. Dollars. The Company incurs certain expenses which are denominated in Canadian Dollars in connection with its sales and product distribution in Canada. In addition, the Company incurs certain expenses denominated in RMB in connection with its contract manufacturing activities in the PRC. The Company's functional currency is the U.S. Dollar. Accordingly, any expense denominated in Canadian Dollars or RMB needs to be translated into U.S. Dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Exchange rates between the Canadian Dollar and the U.S. Dollar and the RMB and U.S. Dollar in recent years have fluctuated significantly and may do so in the future. We do not engage in currency hedging activities to limit the risks of currency fluctuations. Currency fluctuations could adversely impact our results of operations, cash flows and financial position. | hedge |
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk and to a lesser extent, foreign currency risk. We may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes. | hedge |
Because we conduct a substantial portion of our business outside the United States, we face exposure to adverse movements in foreign currency exchange rates, which could have a material adverse impact on our financial results and cash flows. These exposures may change over time as business practices evolve and economic conditions change. We use derivative instruments to manage a portion of our cash flow exposure to fluctuations in foreign currency exchange rates. As part of our risk management strategy, we use foreign currency contracts to manage a portion of our exposures of underlying assets, liabilities, and other obligations, which exist as part of our ongoing business operations. These foreign currency instruments have maturities that extend for one to 18 months in the future and provide us with some protection against currency exposures. However, our attempts to hedge against these risks may not be completely successful, resulting in an adverse impact on our financial results. | hedge |
We are exposed to market risks from changes in currency exchange rates and certain commodity prices. In order to manage these risks, we operate a centralized risk management program that consists of entering into a variety of derivative contracts with the intent of mitigating our risk to fluctuations in currency exchange rates and commodity prices. We do not enter into derivative transactions for speculative or trading purposes. | hedge |
Comprehensive income is defined as net income plus transactions and other occurrences which are the result of nonowner changes in equity. For the Company, nonowner equity changes are comprised of unrealized gains or losses on available for sale securities, changes in the fair value of the derivative interest rate floor transaction and the adjustment for the adoption of SFAS 158 related to the funded status of the defined benefit plan. These items, net of taxes, will be accumulated with net income in determining comprehensive income. | def |
(1) Contractual interest represents the interest on the Company's outstanding debt after giving effect to the interest rate swap agreement. | def |
The notional value represents amounts related to the Master Funds stock exchange indices, commodities, interest rate and foreign currencies upon which the fair value of the futures contracts held by the Master Fund are based. | def |
The term off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. | def |
Index exposure is defined as the total notional amount plus any profit. | def |
General Intangibles shall mean general intangibles as recognized under the UCC, and includes, among other things, computer software; data files; technical documentation; investment or hedging vehicles such as options and futures; goodwill; customer lists; proprietary information; rights to payment; deposit accounts; credit memoranda, and any associated documents, records, or data. | def |
The term off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the consolidated statements of financial condition, may result in future obligation or loss in excess of the amount paid by the Series for a particular investment. | def |
General Intangibles is the definition of general intangibles as recognized under the UCC, and includes, among other things, licenses; franchises; permits; computer software; data files; technical documentation; copyrights; trademarks; patents, and any similar intangible rights of the Debtor. | def |
Intangibles shall have the meaning of general intangibles pursuant to the UCC definition, including but not limited to, rights to payment; deposit accounts; credit memoranda; copyrights; trademarks; patents; investment or hedging vehicles such as options and futures; royalty rights; performance rights, as well as any related intangible rights regardless of form. | def |
General Intangibles shall have the meaning of general intangibles as defined in the UCC, which include, without limitation, royalty rights; performance rights; computer software; data files; technical documentation; rights to payment; deposit accounts; credit memoranda; investment or hedging vehicles such as options and futures, and any other intangible asset used or useful in the Debtor�s business. | def |
Intangibles shall have the meaning of general intangibles pursuant to the UCC definition, including, without limitation, licenses; franchises; permits; goodwill; customer lists; proprietary information; investment or hedging vehicles such as options and futures, and all other non-physical property interests of the Debtor. | def |
Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest and currency exchange rates, equity and commodity prices, changes in the implied volatility of interest rate, foreign exchange rate, equity and commodity prices and also changes in the credit ratings of either the issuer or its related country of origin. Market risk is inherent to both derivative and non-derivative financial instruments, and accordingly, the scope of New Valley's market risk management procedures extends beyond derivatives to include all market risk sensitive financial instruments. | def |
The term Options refers to i) any equity, debt, basis option facility; 2) any rate, debt, commodity, equity option arrangement; iii) any commodity, currency option agreement; any schedule for any of the foregoing; any other similar facility. | def |
As used herein, Forwards means i) any rate, currency forward facility; ii) any commodity, currency forward facility; c) any commodity, currency, basis, debt forward contractual arrangement; any document or agreement evidencing any of the foregoing; any agreement providing any of the foregoing. | def |
As used herein, Instruments means 1) any equity, commodity, currency, basis instrument structure; any transaction (including any guarantee or collateral agreement) with respect to any of the foregoing; any schedule for any of the foregoing. | def |
As used herein, Derivatives means 1) any commodity, rate, basis, equity derivative transaction; any document or transaction evidencing any of the foregoing. | def |
Contracts shall mean i) any basis, debt contract structure; any confirmation for any of the foregoing. | def |
The term Instruments refers to i) any commodity, debt, equity, basis instrument facility; 2) any equity, commodity, rate, debt instrument arrangement; any option to enter any agreement; any master agreement for any of the foregoing. | def |
Swap agreements shall mean a) any basis, rate swap agreement arrangement; ii) any debt, commodity, currency swap agreement transaction; any combination of the arrangement; any confirmation for any of the foregoing. | def |
The term Futures refers to 1) any rate, equity, basis, currency future transaction; ii) any equity, basis, currency, rate future structure; any other similar facility; any master agreement for any of the foregoing. | def |
As used herein, Contracts means i) any equity, rate, commodity, currency contract transaction; ii) any equity, currency, rate, basis contract agreement; c) any basis, rate, debt, equity contract structure; any schedule for any of the foregoing; any combination of the structure. | def |
Options include i) any rate, currency, equity option contractual arrangement; any combination of the transaction; any facility providing any of the foregoing. | def |
Employee is defined as an individual working full-time or part-time, excluding fixed term employees, interns and co-op employees. Employee data may not include full population from more recently acquired companies and individuals on long-term disability are excluded. Contingent workers, contractors and subcontractors are also excluded. | def |
As used herein, Swaps means 1) any basis, debt, commodity swap structure; any other similar agreement; any agreement providing any of the foregoing. | def |
Instruments shall mean a) any commodity, rate, currency instrument agreement; ii) any basis, commodity instrument structure; c) any equity, debt, commodity, currency instrument structure; any facility (including any guarantee or collateral agreement) with respect to any of the foregoing. | def |
*10.18 Form of Stock Option Agreement for options issued pursuant to 1998 Stock Option Plan of the Company *10.19 Stock Option Agreement under the 1998 Stock Option Plan by and between Dean Rositano and the Company | cmp |
10.2 Form of Option Agreement under Legg Mason, Inc. Stock Option Plan for Non-Employee Directors (incorporated by reference to Form 10-Q for the quarter ended June 30, 1998)* | cmp |
Notwithstanding any contrary provisions in this Option Agreement, in the event the Option vesting accelerates pursuant to a separate agreement with the Company or any subsidiary of the Company, then, to the extent and subject to the conditions provided in any such agreement, the Option vesting shall accelerate pursuant to the provisions of such other agreement(s). | cmp |
10. Non-Transferability of Options and Stock Purchase Rights. Options and -------------------------------------------------------- Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution provided that, the Administrator may in its discretion grant transferable Options pursuant to Option Agreements | cmp |
* 3.1 Articles of Incorporation * 3.2 Articles of Amendment to Articles of Incorporation * 3.2(b) Articles of Amendment to Articles of Incorporation dated April 21, 1987 ** 3.2(c) Articles of Amendment to Articles of Incorporation dated February 19, 1990 * 3.3 By-Laws ** 4.1 American Educational Products, Inc. 1987 Incentive Stock Option Plan, together with Option Agreement ** 4.2 American Educational Products, Inc. 1990 Incentive Stock Option Plan, together with Option Agreement ** 4.3 American Educational Products, Inc. 1990 Employee Stock Purchase Plan, together with Subscription Agreement *** 10.1 Asset Purchase Agreement dated March 1, 1994, with Churchill Films, Inc. **** 10.2 Asset Purchase Agreement dated December 20, 1995, with Steck-Vaughn Publishing Corporation relating to the sale of Summit Learning, Inc. assets ***** 10.3 Asset Purchase Agreement dated June 17, 1996, with New SVE, Inc. relating to the sale of AEP Media Corporation assets * Incorporated by reference from the Registrant's Post-Effective Amendment No. 5 to Registration Statement on Form S-18 filed with the Securities and Exchange Commission and which was declared effective on July 1, 1987. | cmp |
On May 6, 2019, the Company established the 2019 Equity Option Plan (the 2019 Plan). The 2019 Plan provides for grants of certain unit options to employees, which allowed option holders to purchase Class B Units in the Company. For time-based service options granted, the options vested over a period of three to four years. The performance-based options vested upon achieving annual EBITDA targets or upon a change of control as defined in the 2019 Plan documents. An option holder must be an employee of the Company at the date of these vesting conditions. | cmp |
(b) No Right to Continued Employment. Nothing in the Plan or in any Option granted under the Plan or in any Option Agreement or other agreement entered into pursuant hereto shall confer upon any Employee the right to continue in the employ of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such Option Agreement or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Employee's employment. | cmp |
The employees participating in the 2006 Equity Incentive Plan receive options and stock appreciation rights under the 2006 Equity Incentive Plan pursuant to individual option and stock appreciation rights agreements, the terms and conditions of which are substantially identical. Each option agreement provides for the issuance of options to purchase common stock of Berry Group. | cmp |
A. WHEREAS, Channel 43, WMCB, WMFB, Horizon and Popjes have entered into a Stock Purchase and Option Agreement dated as of December 15, 1995 (the "Stock Purchase Agreement"), pursuant to which Horizon and Popjes have agreed to sell, and Channel 43 has agreed to purchase, a portion of the capital stock of Horizon; B. WHEREAS, Channel 43, WMCB and Horizon have entered into a Time Brokerage Agreement dated as of December 15, 1995 (the "Time Brokerage Agreement"), pursuant to which, upon completion of construction of television station WJUE(TV), Battle Creek, Michigan (the "Station"), Channel 43 shall provide programming for the Station in accordance with FCC policies for such agreements; | cmp |
Section 17. The Corporation shall not enter into any transactions or agreements with KC Holdings, Inc., a Delaware corporation except pursuant to the Management Agreement and Option Agreement, each dated as of November 21, 1991 between the Corporation and KC Holdings, Inc., unless any such transaction is approved by a majority of the directors of the Corporation who are neither employees of the Corporation or any subsidiary of the Corporation ("Independent Directors"). | cmp |
(1) | Pursuant to the terms of his option agreement dated October 17, 2005, in the event of a sale of Holdings, all of Mr. Lipmans unvested Tranche A options will vest on the 18-month anniversary of the sale or, if earlier (but following the sale), upon his termination by us without cause, by Mr. Lipman for good reason or as a result of his death or disability. The value of the acceleration of vesting of Mr. Lipmans options in connection with such a sale is impossible to calculate. Mr. Lipmans option agreement also provides that upon his termination of employment by us without cause, by Mr. Lipman for good reason or as a result of his death or disability, his options will vest as if he continued to be employed by us until the second anniversary of his termination date, subject to his compliance with certain restrictive covenants. The value of the acceleration of vesting of Mr. Lipmans options in connection with any such termination is impossible to calculate.
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_Thomas A. Williams_ | cmp |
(1) | Pursuant to the terms of his option agreement dated October 17, 2005, in the event of a sale of Holdings, all of Mr. Rooneys unvested Tranche A options will vest on the 18-month anniversary of the sale or, if earlier (but following the sale), upon his termination by us without cause, by Mr. Rooney for good reason or as a result of his death or disability. The value of the acceleration of vesting of Mr. Rooneys options in connection with such a sale is impossible to calculate.
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_Steven E. Upshaw_ | cmp |
(1) | Pursuant to the terms of his option agreement dated October 17, 2005, in the event of a sale of Holdings, all of Mr. Upshaws unvested Tranche A options will vest on the 18-month anniversary of the sale or, if earlier (but following the sale), upon his termination by us without cause, by Mr. Upshaw for good reason or as a result of his death or disability. The value of the acceleration of vesting of Mr. Upshaws options in connection with such a sale is impossible to calculate.
---|---
_Todd H. Siegel_ | cmp |
(1) | Pursuant to the terms of his option agreement dated October 17, 2005, in the event of a sale of Holdings, all of Mr. Siegels unvested Tranche A options will vest on the 18-month anniversary of the sale or, if earlier (but following the sale), upon his termination by us without cause, by Mr. Siegel for good reason or as a result of his death or disability. The value of the acceleration of vesting of Mr. Siegels options in connection with such a sale is impossible to calculate.
---|---
80 | cmp |
Pursuant to the terms of a Consulting Agreement dated May 10, 2002, Mr. Clein resigned as the Chief Executive Officer of PMR, terminated his employment with PMR and PMRs subsidiaries, as applicable, and waived any rights to benefits and severance under his employment agreement. In addition, pursuant to such Consulting Agreement, Mr. Clein has agreed to render consulting services to PMR until the earlier of (i) May 10, 2003 or (ii) the closing of the merger transaction with Psychiatric Solutions. Under the terms of the Consulting Agreement, Mr. Clein will be considered an independent contractor and will not be eligible for benefits as an employee of PMR (other than any rights under COBRA and continuation of health insurance through June 30, 2002). In consideration for Mr. Cleins consulting services, PMR has agreed to pay Mr. Clein a fee in the total amount of $240,000 in two installments $120,000 on May 10, 2002 and $120,000 upon the closing of the merger transaction with Psychiatric Solutions or May 10, 2003, whichever occurs first. The Consulting Agreement also provides for the amendment of certain option agreements, pursuant to which PMR granted to Mr. Clein options to | cmp |
Each option granted under this Plan, unless otherwise specifically indicated, shall be granted as of the date of the Committee resolution conferring the option ("date of grant"), and the Committee shall notify the recipient of the grant in writing delivered in duplicate either in person or by mail. The notification shall serve as the option agreement and shall contain a summary of the essential terms and conditions of the Plan. Receipt of the notification shall be acknowledged by the employee on the duplicate copy, and by such acknowledgment, the employee shall agree that in consideration of such option the employee will abide by all the terms and conditions of the Plan. The employee shall return the duplicate copy to the Corporation either by delivery in person or by mail. Any inconsistencies between the terms of the Plan and the terms of the option agreement shall be governed by the terms of the Plan. | cmp |
The License involves a five-year work commitment involving expenditures of AU $200,000 (US $194,000) in the first year after the acquisition, AU $1.25 million (US $1,212,000) in the second year, and even greater amounts in subsequent years. Our inability to honor this work commitment could result in the reversion of the License to Liberty pursuant to the terms of the Option Agreement. | cmp |
Pursuant to the option agreement, we have agreed to conduct the business of Pelle Pharm in the ordinary course and in accordance with applicable laws, comply with the terms of our organizational documents, and use commercially reasonable efforts to operate the business of Pelle Pharm in accordance with a mutually agreed budget and to complete a Phase 2 clinical trial of patidegib for HF-BCC and a Phase 3 clinical trial of patidegib for Gorlin Syndrome. In addition, we and LEO Pharma have formed a joint development committee to oversee the development of, and to make decisions regarding the commercialization of, patidegib. | cmp |
The Company has been substituted for Republic as a party to certain litigation as a result of the Companys acquisition of Republic on October 4, 2007. The litigation is summarized below. The litigation arises out of a dispute between Republic and certain parties, two of whom were members of Republics Board of Trustees and founders of Republic. The dispute includes claims arising from the termination of a development arrangement in West Palm Beach, Florida and an attempt by Republic to acquire a certain office property from an entity controlled by the aforementioned related parties pursuant to an option agreement entered into at the time of Republics formation. | cmp |
(t) "Option Agreement" shall mean the agreement between the Company and the Optionee pursuant to which Options are granted. | cmp |
Pursuant to the Option Agreement, we and Sutro Biopharma have agreed to negotiate the terms and conditions of the Form Definitive Agreement. Within five business days after we and Sutro Biopharma mutually | cmp |
On October 3, 2018, Janssen, part of the Janssen Pharmaceutical Companies of Johnson & Johnson, and Arrowhead entered into a License Agreement (the Janssen License Agreement) and a Research Collaboration and Option Agreement (the Janssen Collaboration Agreement). Arrowhead also entered into a stock purchase agreement with JJDC, Inc. (JJDC), Johnson & Johnson's venture capital arm (JJDC Stock Purchase Agreement). Under the Janssen License Agreement, Janssen has received a worldwide, exclusive license to Arrowheads JNJ-3989 (ARO-HBV) program, Arrowheads third-generation subcutaneously administered RNAi therapeutic candidate being developed as a potential | cmp |
Each option granted under this Plan, unless otherwise specifically indicated, shall be granted as of the dates provided in Article III. The Board of Directors of the Corporation shall notify the recipient of the grant in writing delivered in duplicate either in person or by mail. The notification shall serve as the option agreement and shall contain a summary of the essential terms and conditions of the Plan. Receipt of the notification shall be acknowledged by the non-employee director on the duplicate copy, and by such acknowledgment, the non- employee director shall agree that in consideration of such option the non-employee director will abide by all the terms and conditions of this Plan. The non-employee director shall return the duplicate copy to the Corporation either by delivery in person or by mail. Any inconsistencies between the terms of this Plan and the terms of the notification shall be governed by the terms of this Plan. | cmp |
All options granted under the Unit Option Plan were intended to be treated as non-statutory unit options under the Internal Revenue Code of 1986, as amended. The term of each option was the term stated in the option agreement, which was no more than 10 years from the date of grant. | cmp |
This Option Agreement ("Agreement"), made and entered into effective as of [date], by and between Pure Resources, Inc., a Delaware corporation (the "Company"), and [employee name] (the "Optionee"). | cmp |
A summary of the options granted and the range in vesting periods based on specific provisions within the option agreements during the years ended December 31, are as follows: | cmp |
Agreement (the "Option Agreement") dated this fourth day of October, 2000 (the "Date of Grant"), between Infinium Software, Inc., a Massachusetts corporation (the "Company"), and John J. Whyte (the "Participant"), an employee of the Company with a residence address at 25 Crescent Street, Suite 133, Waltham, MA 02453. | cmp |
10.06* Form of Option Agreement under the Company's Amended and Restated 1995 Director Stock
Option Plan (filed as Exhibit 10.06 to Annual Report on Form 10-K for the year ended April 27,
1996 with the Securities and Exchange Commission and incorporated herein by reference.) 10.07* Retirement Savings Plan of the Company, as amended (filed as Exhibit 10.10 to Annual Report on
Form 10-K for the year ended May 2, 1993 with the Securities and Exchange Commission and
incorporated herein by reference.) | cmp |
10.17 Confidentiality. Each Lender agrees to keep confidential and not disclose, pursuant to its customary procedures for handling confidential information of a similar nature and in accordance with safe and sound banking practices, all nonpublic confidential information provided to it in connection with this Agreement or any other Loan Document by or on behalf of the Borrower or any of its Subsidiaries. Any Lender may disclose such information (i) to its directors, employees and agents and to its auditors, legal counsel and other professional advisors, (ii) at the demand or request of any bank regulatory authority, court or other Governmental Authority having or asserting jurisdiction over such Lender (upon written notice to the Borrower), as may be required pursuant to subpoena or other legal process, or otherwise in order to comply with any applicable Requirement of Law (upon written notice to the Borrower), (iii) in connection with any proceeding to enforce its rights hereunder, under any other Loan Document or under any Swap Agreement or in any other litigation or proceeding in connection with the Loan Documents or any Swap Agreement, (iv) to the Agent or any other Lender, (v) to the extent the same has become publicly available other than as a result of a breach of this Agreement by the Lender making the disclosure and (vi) pursuant to and in accordance with the provisions of SECTION 10.5(G). The Lenders agree to use reasonable efforts to notify the Borrower within a reasonable period of time prior to any such disclosure, except no Lender shall be required to notify the Borrower of disclosures pursuant to a bank examination or audit. Notwithstanding the foregoing, the Borrower agrees and consents to the Agent's disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications (with the consent of the Borrower, not to be unreasonably withheld). Such information will consist of deal terms and other information customarily found in such publications. | cmp |
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