7th Level Adjustment Buyback Sample Clauses

7th Level Adjustment Buyback. For a period beginning on the Trading Day following an effective Registration Statement and ending on the earlier of (i) one year from the Initial Closing Date, (ii) the day after the 7th Level Cancellation Event (iii) the termination of the Adjustment Right for the Initial Shares and Secondary Shares, if applicable, or (iv) the day of a Combination Notice, 7th Level, at its option, may offer (so long as such offer is bona fide and is accompanied by a written financing commitment subject only to customary conditions from an entity with the financial ability to provide the funds necessary to purchase all Initial Shares and Secondary Shares, if applicable) in writing to repurchase all of the Initial Shares and Secondary Shares, if any, at the Initial Aggregate Price, plus the Secondary Aggregate Price, if applicable (the "Adjustment Buyback"). If 7th Level offers to repurchase the Initial Shares and Secondary Shares, if any, pursuant to the Adjustment Buyback, Xxxxxxxx has the option, by delivery of a notice within twenty (20) Trading Days (with an additional Trading Day for each day during a Blackout Period if the Blackout Period occurs during the twenty (20) Trading Day response time) from the date the Adjustment Buyback offer by 7th Level is received by Xxxxxxxx, to (i) sell all or a partial amount of the Initial Shares and Secondary Shares, if applicable, in which case, upon such offer by 7th Level, the right to receive the Adjustment Right for the Initial Shares and Secondary Shares shall terminate, or (ii) waive the right to receive the Adjustment Right for the Initial Shares and Secondary Shares and decline to sell any of the applicable shares, in which case both the Adjustment Buyback and the right to receive the Adjustment Right (in full) for the Initial Shares and Secondary Shares, if applicable, shall terminate. Notwithstanding anything else in this section (e), Xxxxxxxx shall have the sole option to accept or reject the Adjustment Buyback, but in either event, the right to receive the Adjustment Right terminates. Notwithstanding the above, if 7th Level fails to purchase all of the shares designated by Xxxxxxxx in its notice, the right to receive the Adjustment Right for the Initial Shares and Secondary Shares shall not terminate.
Sample 1
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Related to 7th Level Adjustment Buyback

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  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

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The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. 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(d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. 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