Adjustment due to Adverse Issue Sample Clauses

Adjustment due to Adverse Issue. To the extent New ACV Commit for a particular year is not, or cannot reasonably be expected to be met, due to a significant defect, interruption or other issue in or affecting PTC’s business or the PTC Products that causes the PTC Products to substantially not be able to be sold during a significant part of such year, the Parties will discuss in good faith and implement a fair and equitable adjustment to the provisions of this Exhibit E. For illustration purposes only, (a) such issues would include an inability of PTC and/or its Affiliates to timely deliver PTC Products due to a material cybersecurity or similar attack adversely affecting the performance of PTC’s business, products or services and (b) such issues would not include warranty or similar claims made by customers in the ordinary course of business consistent with past practices. Exhibit E; Page 1 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 5. Adjustment due to Breach. If PTC or an Affiliate of PTC breaches its obligations under subclause (C) of Section 5.6(a)(i), RA may provide PTC with notice of the breach. During the 15-day period after RA’s delivery of such notice, the Parties will discuss the breach. If the Parties do not reach written agreement concerning the breach prior to the expiration of such 15-day period, PTC may remove, or cause the applicable Affiliate to remove, the breaching product from the market within 45 days and, if PTC elects not to do so, RA will have the right to (a) terminate this Agreement pursuant to Section 18.2(a), without giving effect to the cure provisions referenced therein, or (b) require that all sales made in breach of subclause (C) of Section 5.6(a)(i) shall be deemed made by RA for purposes of calculating New ACV at a price of [***] of the then current product list price. The foregoing provisions shall be in addition to any and all other remedies available to RA. 6. Treatment of New ACV Commit Upon Termination of Agreement or Removal of [***]. (a) [***]. (b) [***]. (c) [***] (d) [***]. (e) [***]. Schedule 1 to Exhibit E Definition New ACV New ACV means the annual contract value of a New Subscription order booked during the applicable period, calculated by dividing the total committed contract value of the New ...
Sample 1
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Adjustment due to Adverse Issue. To the extent ARR Commit for a particular year is not, or cannot reasonably be expected to be, met due to a significant defect, interruption or other issue in or affecting PTC’s business or the PTC Products that causes the PTC Products to substantially not be able to be sold during a significant part of such year, the Parties will discuss in good faith and implement a fair and equitable adjustment to the provisions of this Exhibit E. For illustration purposes only, (a) such issues would include an inability of PTC and/or its Affiliates to timely deliver PTC Products due to a material cybersecurity or similar attack adversely affecting the performance of PTC’s business, products or services and (b) such issues would not include warranty or similar claims made by customers in the ordinary course of business consistent with past practices.
Sample 1
Adjustment due to Adverse Issue. To the extent New ACV Commit for a particular year is not, or cannot reasonably be expected to be met, due to a significant defect, interruption or other issue in or affecting PTC’s business or the PTC Products that causes the PTC Products to Exhibit E; Page 1 ACTIVE/96105181.2
Sample 1
Adjustment due to Adverse Issue. To the extent New ACV Commit for a particular year is not, or cannot reasonably be expected to be met, due to a significant defect, interruption or other issue in or affecting PTC’s business or the PTC Products that causes the PTC Products to substantially not be able to be sold during a significant part of such year, the Parties will discuss in good faith and implement a fair and equitable adjustment to the provisions of this Exhibit E. For illustration purposes only, (a) such issues would include an inability of PTC and/or its Affiliates to timely deliver PTC Products due to a material cybersecurity or similar attack adversely affecting the performance of PTC’s business, products or services and (b) such issues would not include warranty or similar claims made by customers in the ordinary course of business consistent with past practices. Exhibit E; Page 1 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Sample 1

Related to Adjustment due to Adverse Issue

  • Adjustment in Capitalization In the event of any change in the Common Stock through stock dividends or stock splits, a corporate split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.

  • ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option.

  • Adjustment Due to Distribution If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

  • 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.

  • Adjustment Upon Changes in Capitalization In the event of any change in the Common Stock by reason of stock dividends, split-ups, recapitalizations, combinations, conversions, divisions, exchanges of shares or the like, then the number and kind of Option Shares and the Option Price shall be appropriately adjusted.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • Adjustments Upon Specified Events Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

  • Adjustments Upon Change in Capitalization The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any dividend equivalent payments accrued pursuant to Section 6 and/or the Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property) to the extent provided in the Plan.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Certificate as to Adjustment (i) As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

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