Adjustment conditions Sample Clauses

Adjustment conditions. In the event the Company receives a proposal for an Alternative Proposal as contemplated in Section 6(d) above, then RSI shall pay to each shareholder of the Company that is not or does not become a party to the Stock Purchase Agreement and has not consented to the merger of VANTAS into the Company, the product of (A) the amount by which the value per share of the Company of a Alternative Proposal exceeds $35.13 and (B) the number of shares of the Company owned by each such shareholder, provided that no such payment shall be made unless the Alternative Proposal satisfies the following conditions (the "Adjustment Conditions"): (i) receipt by the Board of Directors of the Company of written advice from a nationally recognized investment banking firm that the Alternative Proposal represents a financially superior transaction for the stockholders of the Company when compared to the transactions contemplated by this Agreement, the Stock Purchase Agreement and the UK Agreement; (ii) the absence of a financing condition in the Alternative Proposal; and (iii) a determination by the Board of Directors of the Company, based upon consultation with a nationally recognized investment banking firm, that the party making the Alternative Proposal is likely to obtain financing, if any, for the Alternative Proposal.
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Adjustment conditions. (a) Notwithstanding anything to the contrary contained in this agreement, no adjustment will be made to the Conversion Price when Ordinary Shares or other Equity Securities are issued, offered or granted pursuant to an Excluded Issue. (b) An adjustment to the Conversion Price must not involve an increase in the Conversion Price (except upon any consolidation of the Shares pursuant to clause 8.2(a)) and where an adjustment may be made under more than one clause, the Company or Independent Expert (as applicable) must apply the adjustment mechanism that results in the greatest reduction to the Conversion Price. (c) Any adjustment to the Conversion Price must be made to the nearest one tenth of one cent so that any amount under one fiftieth of a cent will be rounded down and any amount of one fiftieth of a cent or more will be rounded up.
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Adjustment conditions. (i) The Company shall deliver to the Investor the Accounts for each Financial Period during the Adjustment Period, within four (4) months from the end of such Financial Period. (ii) The Investor shall have the right to appoint an independent registered public accounting firm (the “Replacement Auditor”), at the sole cost and expense of the Company to prepare the Accounts for each Financial Period. The Company shall cooperate fully with the Auditor in the preparation of the Accounts, including providing full access to the books and records of the Group Companies and the provision of a management representation letter, in form and substance reasonably satisfactory to the Auditor, and any other information, records and documents as reasonably requested by the Auditor. (iii) The Investor and the Company agree that the Pre-Series C-1 Valuation shall be adjusted in accordance with Sections 4.2(c) and (d) if the Cumulative EBITDA Target or the EBITDA Target for FY 2019 is not met and in accordance with Section 4.2(e) if the Cumulative EBITDA Target and the EBITDA Target to FY 2019 have been met, in each case, in the manner set forth in Sections 4.2(c) to (e) (as applicable). (iv) Where the Pre-Series C-1 Valuation is adjusted pursuant to Sections 4.2(c) and (d), the Company shall issue, for a subscription price equal to the par value thereof, such number of Series C-1 Shares (the “Adjustment Shares”) to the Investor as would give the Investor such an additional shareholding percentage of the total issued share capital of the Company immediately outstanding after Closing on an as-converted but non-diluted basis (for the avoidance of doubt, not including the Additional ESOP Shares and the Huarui Warrant Shares), such total number of Class A Ordinary Shares immediately outstanding after Closing on an as-converted but non-diluted basis being 1,069,500,000 Class A Ordinary Shares, after the issue of such Adjustment Shares as determined below: US$30,000,000 % - 9.68% (v) Where the Pre-Series C-1 Valuation is adjusted pursuant to Section 4.2(e), the Investor shall transfer such number of Series C-1 Shares held by it (the “Management Adjustment Shares”) to the managers of the Company (the “Management”) as a management incentive for no consideration as would give the Management such an aggregate shareholding percentage of the total issued share capital of the Company immediately outstanding after Closing on an as-converted but non-diluted basis (for the avoidance of doubt,...
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Adjustment conditions. The adjustment shall be that as per conditions established in the CLAUSE 7 - PRICE, sub-item 7.5 of the GSM network Access Agreement entered into on 7/16/2004 for the Amazônia Celular region.
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Related to Adjustment conditions

  • Payment Conditions The price of the whole accommodation service booked is always payable by the Guest in advance, at the latest upon arrival in the hotel. Set-off by the Guest is excluded unless the set- off relates to an undisputed or legally confirmed claim. Valid means of payment are cash in Euros, EC card, Master Card, Visa Card, Diners Card and American Express. For payment settlement we use the 3D Secure 2.0 system for secure and additional customer authorisation. For further information on data processing for payment transactions see xxxxx://xxx.xxxxx-xxx.xxx/en/data-privacy/.

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.

  • Performance Adjustment Rate Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%. For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will be based on the performance of the retail class. The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months. The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

  • ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Adjustment Events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • ORIGINAL CONDITIONS A. All reinsurance under this Contract shall be subject to the same rates, terms, conditions, waivers and interpretations and to the same modifications and alterations as the Policy, subject to the terms and conditions of this Contract, and the Reinsurer shall be credited with its exact proportion of the Insured's premiums due to the Company under the Policy. B. Nothing herein shall in any manner create any obligation or establish any right against the Reinsurer in favor of third parties or any persons not parties to this Contract except as provided with respect to the Insured in this Contract or in the Assumption of Liability Endorsement. C. In the event of a Quota Share Reduction, as that term is defined under the Policy, each Subscribing Reinsurer's participation percentage in this Contract shall be increased in the proportion that 100% bears to the total Subscribing Reinsurer's participation after the Quota Share Reduction. For the avoidance of doubt, such participation percentage increase is necessary to account for the reduction provisions of the Reduction Under Quota Share Contract Article of the Policy. If applicable, the Remaining Aggregate Retention, as that term is defined under the Policy, would likewise be adjusted. Any termination of a Subscribing Reinsurer's participation in this Contract shall not require the consent of any other Subscribing Reinsurer. As respects each Subscribing Reinsurer still participating on this Contract following the Reinsurer Reduction Date, as that term is defined under the Policy, in no event shall its share of the aggregate limit following the Reinsurer Reduction Date be greater than its share of the aggregate limit prior to the Reinsurer Reduction Date, notwithstanding that its participation percentage may increase as a result thereof. As an example, where the aggregate limit is $300,000,000 with each of three Subscribing Reinsurers retaining a 33.33% share ($100,000,000 each), and one Subscribing Reinsurer's share is terminated, then the resulting aggregate limit becomes $200,000,000 with each of the two remaining Subscribing Reinsurers retaining a 50.00% share (i.e., 33.33% x 100%/66.67%). As respects each of the two remaining Subscribing Reinsurers, its share of the aggregate limit shall remain at $100,000,000.

  • Adjustment of Settlement Rate (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

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