Adjustments to Sample Clauses

Adjustments to. “Profits” and “Losses”. When used in this Agreement, “Profits” and “Losses” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), and otherwise in accordance with the methods of accounting followed by the Partnership for federal income tax purposes, with the following adjustments:
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Adjustments to. Consideration The Security Portion of the Exchange Consideration and the conversion formula for the Company Stock Options set forth in Section 2.2(e) shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or the Company Common Stock other than stock dividends paid in lieu of ordinary course dividends), reorganization, recapitalization or other like change with respect to Parent Common Stock or the Company Common Stock occurring after the date of the Pre-Merger Agreement and prior to the Effective Time.
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Adjustments to. [*****] Calculations. Effective as of the Addendum Effective Date, the Parties agree to delete Section 2.5(b) of Exhibit 11.1-B (Incentive Fees for Services) in its entirety and replace it with the following: [*****] Text omitted for confidential treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. “After [*****] days but before [*****] days after the end of each Contract Year, the Parties will refresh the [*****] calculation for the entire Contract Year just completed. For the period [*****], the [*****] calculations will be refreshed as part of the standard monthly querying process with [*****]. For the period [*****], the calculations will be queried with [*****]. Upon the conclusion of the Scorecard Review Period for such Scorecard Calculations, such Scorecard Calculations and the amount of Incentive Fees shall be deemed final and binding upon the Parties with respect to the Actual Results reflected therein for [*****], and shall no longer be subject to any adjustment or revision. If the fees paid to R1 for such Contract Year are greater than the actual Incentive Fees for such Contract Year, then R1 will provide IMH with a credit for such difference on the next available invoice, whether such invoice is for the Base Fee or Incentive Fees. If the fees paid to R1 for such Contract Year are less than the actual Incentive Fees for such Contract Year, then R1 will invoice IMH for, and IMH will pay, such additional amount.”
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Adjustments to. CAPITATION BASED UPON RETROACTIVE HCFA OR OMAP ADJUSTMENTS - PacifiCare shall be entitled to reduce retroactively Capitation Payments made with respect to any Secure Horizons Member any time HCFA reduces retroactively the Monthly HCFA Payment made to PacifiCare on behalf of those Secure Horizons Members. PacifiCare shall be entitled to reduce retroactively Capitation Payments made with respect to any OMAP Member any time OMAP reduces retroactively the Monthly OMAP Payment made to PacifiCare on behalf of those OMAP Members.
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Adjustments to. [*] End Date. To the extent there is a delay in the mass production of US Falcon Products for sale in United States retail markets beyond [*]that is proximately caused by [*], the parties shall negotiate in good faith an appropriate, mutually agreeable modification to the [*]date (or any other date agreed to as a result of prior negotiation and agreement pursuant to this Section) to equitably account for any such delays to the extent proximately caused by [*]; provided, however, that if both Sony Electronics and TiVo are responsible (proximately or otherwise) for such delay, such negotiations must take into account the relative responsibilities for such delay. The parties agree that there will not be any modification to the [*]date (or any other date agreed to as a result of prior negotiation and agreement pursuant to this Section) to the extent any such delays are not proximately caused by [*].
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Related to Adjustments to

  • Adjustments to Payments 11.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustments to Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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