Calculation. Bonuses and applicable bonus metrics will be determined from time to time by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). Bonuses may be calculated from individual or company performance criteria including, without limitation, revenue, annual revenue run-rate, net revenue retention, adjusted EBITDA, adjusted EBITDA margin, gross profit, non-GAAP operating income, or management-based objectives. Adjustments may be made at the sole discretion of the Compensation Committee to include or exclude certain items in the calculations.

Calculation. For purposes of calculating the amount of the Estimated Closing Purchase Price due to each Seller in respect of such Seller’s Company Shares pursuant to this Section 1.4, # all of the Company Shares held by each Seller shall be aggregated, # the amount of cash consideration due in respect of the Company Shares held by such Seller shall be rounded to the nearest cent, and # the total number of shares of Buyer Common Stock to be issued to a Seller in exchange for all Company Shares held by such Seller shall be rounded down to the nearest whole number. No fraction of a share of Buyer Common Stock will be issued by virtue of the Transaction. Any Seller who would otherwise be entitled to receive a fraction of a share of Buyer Common Stock shall receive an amount of cash equal to the product obtained by multiplying # such fraction by # the Average Trading Price, rounded to the nearest whole cent.

Calculation. Landlord and Tenant are knowledgeable and experienced in commercial transactions and agree that each the provision of this Lease for determining charges, amounts and additional rent payable by Tenant # is commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges and # constitutes a “method by which the charge is to be computed” for purposes of Section 93.004 of the Texas Property Code. ACCORDINGLY, TENANT VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND BENEFITS OF TENANT UNDER SECTION 93.004 OF THE TEXAS PROPERTY CODE, AS SUCH SECTION NOW EXISTS OR AS MAY BE HEREAFTER AMENDED OR SUCCEEDED.

Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

Calculation. The professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section. The Company will bear all expenses with respect to the determinations by the tax firm required to be made by this Section. The Company and Executive shall furnish the tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon the Company and Executive.

Calculation. Net Sales and Program Expenses will be calculated for each Calendar Quarter.

Calculation Agent. Dealer; provided that, following the occurrence and during the continuance of an Event of Default of the type described in [Section 5(a)(vii)] of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate a nationally recognized independent equity derivatives dealer to replace Dealer as the Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.

Calculation Agent. Dealer. All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any determination or calculation by the Calculation Agent hereunder, upon written request by Counterparty, the Calculation Agent shall provide to Counterparty within a commercially reasonable period of time (but in any event within five Exchange Business Days) by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) displaying in commercially reasonable detail the basis for such determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination or calculation), it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential information used by it for such determination or calculation.

Calculation Agent.JPMorgan. Whenever the Calculation Agent is required to act or to exercise judgment in any way with respect to any Transaction hereunder, it will do so in good faith and in a commercially reasonable manner.

Calculation Agent.JPMorgan; provided that, following the occurrence and during the continuation of an Event of Default pursuant to [Section 5(a)(vii)] of the Agreement with respect to which JPMorgan is the Defaulting Party, Counterparty shall have the right to select a leading dealer in the market for U.S. corporate equity derivatives reasonably acceptable to JPMorgan to replace JPMorgan as Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.