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

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • 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:

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

  • 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.

  • PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

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  • ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

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