Adjustment Exceptions Sample Clauses

Adjustment Exceptions. The number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 7 (in each case, after taking into consideration any prior adjustments pursuant to this Section 7); provided that this Section 7 will not apply to: (i) the issuance of any Additional Warrants (as defined in the Credit Agreement); (ii) the issuance of any Common Stock upon the exercise of any Closing Date Warrants (as defined in the Credit Agreement) or any Additional Warrants; (iii) the issuance of Common Stock upon conversion of the Company’s existing outstanding 12% cumulative participating perpetual convertible preferred stock upon the terms and subject to the conditions of the Certificate of the Powers, Designations, Preferences and Rights of the 12% Cumulative Participating Perpetual Convertible Preferred Stock as such conversion terms thereof are in effect as of April 15, 2011; (iv) the issuance of Common Stock upon conversion of the Company’s existing outstanding 7.95% convertible senior securities due 2015, upon the terms and subject to the conditions of the Indenture for the 7.95% Convertible Senior Securities due 2015 as such conversion terms thereof are in effect as of April 15, 2011; and (v) the issuance of Common Stock as equity compensation to employees, officers, directors and independent contractor brokers (in each case including as inducements to new hires or appointees) (collectively the “Equity Compensation Grants”), provided that this exception to the adjustment provisions of this Section 7 is limited to the following Equity Compensation Grants: (A) the issuance of any shares of common stock pursuant to any outstanding (as of April 15, 2011) options, restricted stock awards, stock appreciation rights, phantom stock rights or other equity grants (the “Existing Equity Compensation”), and (B) the issuance of an additional 2,000,000 shares of Common Stock in the form of options, restricted stock awards, stock appreciation rights, phantom stock rights or other equity grants (the “Additional Equity Compensation”) and the issuance of the Common Stock underlying such Additional Equity Compensation plus any Additional Equity Compensation and any Existing Equity Compensation that is forfeited, expired or terminated provided that any amount issued in excess of the above will result in any requisite adjustment under this Section 7.
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Adjustment Exceptions. Anything in this Section 6 to the contrary notwithstanding, no adjustment of the Purchase Price or the number of Warrant Shares issuable upon the exercise of this Warrant shall be made upon (i) the issuance of any Warrants, (ii) the issuance of any Warrant Shares, (iii) the granting of any warrant concurrently with the granting of this Warrant, including warrants granted under the Purchase Agreement, (iv) the issuance of any shares of Common Stock upon the exercise of any warrant granted concurrently with the granting of this Warrant, including warrants granted under the Purchase Agreement, (v) the issuance of any Convertible Preferred Stock by the Company in lieu of paying cash interest on the Notes, (vi) the issuance of any shares of Common Stock upon the exchange of the Notes or conversion of any Convertible Preferred Stock issued in lieu of cash interest on the Notes or in exchange for the Notes, (vii) the issuance of rights to acquire shares of Common Stock as a result of any antidilution adjustments in any of the foregoing, (viii) the issuance of any shares of Common Stock or other options or rights to purchase stock, warrants, other securities pursuant to a Plan, and (ix) the issuance of shares of Common Stock or rights to acquire Common Stock in connection with any redemption pursuant to Article 3 of either of the Notes or in connection with any redemption of Preferred Stock.
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Adjustment Exceptions. Anything in this Section 6.3 to the contrary notwithstanding, no adjustment of the Exchange Price or the number of shares of Series A Voting Preferred Stock and Voting Common Stock issuable upon the exchange of Notes shall be made upon (i) the issuance of any shares of Aggregate Common Stock upon the exercise of any of the Warrants, the exchange of any Convertible Preferred Stock, the exchange of any Tranche B Notes, or the issuance of rights to acquire shares of Aggregate Common Stock under any of the foregoing, (ii) the issuance of any shares of Aggregate Common Stock or other securities pursuant to any Plans, or (iii) the issuance of shares of Aggregate Common Stock or rights to acquire such shares in connection with any redemption pursuant to Article 3.
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Adjustment Exceptions. Anything in this paragraph II.E to the contrary notwithstanding, no adjustment of the Conversion Price or the number of shares of Voting Common Stock or Nonvoting Common Stock, as the case may be, issuable upon the conversion of the Convertible Preferred Stock shall be made upon (i) the issuance of any shares of Aggregate Common Stock upon the exercise of any of the Warrants, exchange of the Subordinated Notes, conversion of any Convertible Preferred Stock, or the issuance of rights to acquire shares of Aggregate Common Stock under any of the foregoing, (ii) the issuance of any shares of Aggregate Common Stock or other securities pursuant to any Plans or (iii) the issuance SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEVCO, INC.-PAGE 15 213 of shares of Aggregate Common Stock or rights to acquire Aggregate Common Stock in connection with any redemption pursuant to Article 3 of either of the Subordinated Notes or in connection with any redemption of Convertible Preferred Stock.
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Adjustment Exceptions. Anything in this Section 6 to the contrary notwithstanding, no adjustment of the Purchase Price or the number of Warrant Shares issuable upon the exercise of this Warrant shall be made upon (a) the issuance of any Warrants, (b) the issuance of any Warrant Shares, and (c) the issuance of any shares of Common Stock or other securities to any employees of the Company pursuant to a plan established by the Company for the exclusive benefit of its employees. Furthermore, none of the securities issued as described in this subsection (l) shall be deemed to be outstanding for the purposes of making the adjustments required by Section 6(c).
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Adjustment Exceptions. Anything in this Section 6 to the contrary notwithstanding, no adjustment of the Purchase Price or the number of Warrant Shares issuable upon the exercise of this Warrant shall be made upon (a) the issuance of any Warrants, (b) the issuance of any Warrant Shares, and (c) the issuance of any shares of Common Stock or (d) other options or rights to purchase stock, warrants, other securities to any member of the Shareholder Group who is an employee of the Company pursuant to a plan established by the Company for the exclusive benefit of its employees. Furthermore, none of the securities issued as described in this subsection (h) shall be deemed to be outstanding for the purposes of making the adjustments required by Section 6(c).
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Related to Adjustment Exceptions

  • 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:

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Adjustments and Prorations The following adjustments and prorations shall be made at Closing:

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • ADJUSTMENT RIGHTS The purchase price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Adjustment of Impositions Impositions imposed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination, and Lessee’s obligation to pay its prorated share thereof after termination shall survive such termination.

  • Equitable Adjustments If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

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