Adjusted Exchange Ratio Sample Clauses

Adjusted Exchange Ratio. During the period from the date of this Agreement to the Closing Date, the calculation of the Initial Exchange Ratio is subject to adjustment on a dollar for dollar basis, (i) downward to reflect the sum of: (A) the outstanding principal amount of loans (the " Loans") which have been consummated other than in the ordinary course of business to fund PeopleMover's day-to-day business operations and working capital needs (for purposes of clarification any loans consummated in respect of retiring any outstanding amounts under the PeopleMover Credit Agreement (as defined herein) shall not be considered in the ordinary course of business and working capital needs) subsequent to the date of this Agreement and prior to the Closing Date which remain outstanding as of the Closing Date pursuant to that certain Interim Funding Agreement (the " Interim Funding Agreement"), dated as of December 14, 1999, by and between Opus360 and PeopleMover plus (B) the aggregate amount of all nonworking capital debt or nonworking capital liabilities of PeopleMover as of the Closing Date as specifically reflected on a balance sheet of PeopleMover, dated as of the Closing Date (the " Closing Date Balance Sheet"); for purposes of this subsection (d)(i) " nonworking capital debt or nonworking capital liabilities" shall mean and include any and all borrowings, advances, payables or other outstanding credit extensions incurred by PeopleMover other than in the ordinary course of business and consistent with past practice and shall include, among other amounts, any balance exceeding $1,000,000 that is due, payable or owed (including all interest, fees and penalties) to Imperial Bank under the credit agreement, dated as of June 10, 1999, by and between PeopleMover and Imperial Bank, as amended from time to time (the " PeopleMover Credit Agreement"), as reflected on the Closing Date Balance Sheet whether outstanding under any (1) nonconverting revolving credit extensions, (2) converting revolving credit extensions, (3) equipment line of credit, (4) accounts receivable line of credit or (5) letter of credit, in each case with Imperial Bank; provided that any fees, expenses and disbursements incurred by PeopleMover in connection with the Merger as described in Section 5.06 hereof shall be excluded for purposes of the calculation of nonworking capital debt and nonworking capital liabilities and (ii) upward (in the dollar amount specified below) to reflect the execution of definitive agreements in...
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Related to Adjusted Exchange Ratio

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Exchange Ratio In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

  • Adjustments to Exchange Ratios The Stock Exchange Ratio and Cash Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring after the date hereof and prior to the Effective Time.

  • Adjusted Leverage Ratio The Borrower shall not permit the Adjusted Leverage Ratio as at the end of any Fiscal Quarter to be greater than the following for the respective periods set forth below: Period Adjusted Leverage Ratio Closing Date to and including March 27, 2004 3.75:1.00 March 28, 2004 to and including June 26, 2004 4.75:1.00 June 27, 2004 to and including July 2, 2005 5.60:1:00 July 3, 2005 and any time thereafter 5.25:1.00

  • Exchange Rate The term “

  • Payment Exchange Rate All payments to be made by Merck to Company under this Agreement shall be made in United States dollars and may be paid by check made to the order of Company or bank wire transfer in immediately available funds to such bank account in the United States as may be designated in writing by Company from time to time. In the case of sales outside the United States, the rate of exchange to be used in computing the monthly amount of currency equivalent in United States dollars due Company shall be made at the monthly rate of exchange utilized by Merck in its worldwide accounting system.

  • Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

  • Adjustment of Exchange Price (A) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A Preferred Stock, and (ii) distributions to all holders of Series A Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred Stock).

  • Adjustment of Exchange Rate The Exchange Rate shall be adjusted from time to time by the Company as follows:

  • Current Ratio The Borrower will not permit, as of the last day of any fiscal quarter, its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under FAS 133) to (ii) consolidated current liabilities (excluding non-cash obligations under FAS 133 and current maturities under this Agreement) to be less than 1.0 to 1.0.

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