Adjustment for Other Distribution Clause Samples
The "Adjustment for Other Distribution" clause defines how payments or distributions made outside the primary agreement are accounted for in calculating obligations or entitlements under the contract. In practice, this clause ensures that if a party receives a payment or benefit from another source related to the same subject matter, the amount due under the agreement is adjusted accordingly to prevent double recovery or overcompensation. Its core function is to maintain fairness and accuracy in financial settlements by ensuring that all relevant distributions are considered when determining final amounts owed.
Adjustment for Other Distribution. Subject to Subsection 12(a), if the Partnership distributes to all holders of its LP Partnership Interests (i) any evidences of indebtedness of the Partnership, (ii) any assets of the Partnership (excluding cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Partnership, the Exercise Rate shall be adjusted in accordance with the formula: E(1) = E x M ----- M - F where:
E(1) = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination of any such distribution. M = the Current Market Value per LP Partnership Interest on the record date mentioned below. F = the fair market value on the record date mentioned below of the indebtedness, assets, rights, options or warrants distributable in respect of each LP Partnership Interest. Adjustments pursuant to this Subsection 12(c) shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of partnership interests of the Partnership entitled to receive the distribution. If an adjustment is made pursuant to clause (iii) above of this Subsection 12(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount of LP Partnership Interests outstanding on the record date. Notwithstanding the foregoing provisions of this Subsection 12(c), (x) an event which would otherwise give rise to an adjustment pursuant to this Subsection 12(c) shall not give rise to such an adjustment if the Partnership includes the holders of the Warrants in such distribution pro rata to all LP Partnership Interests issued and outstanding after giving effect to the LP Warrant Partnership Interests as if they were issued and outstanding and (y) no adjustment shall be made pursuant to this Subsection 12(c) with respect to cash distributions other than Extraordinary Cash Distributions. This Subsection 12(c) does not apply to rights, options or wa...
Adjustment for Other Distribution. If the Company distributes to --------------------------------- all holders of its Common Stock any of its assets, debt securities or other securities of the Company (other than Shares) or any rights or warrants to purchase debt securities, assets or other securities of the Company (other than Shares), the Exercise Price shall be adjusted in accordance with the formula: E' = E x (M - F) ------- M where: E' = the adjusted Exercise Price. E = the current Exercise Price. M = the Current Market Price per Share on the record date mentioned below. F = the Fair Market Value on the record date of the assets, securities, rights or warrants applicable to one Share. Adjustments made pursuant to this Section 6(c) shall be made successively whenever any such distribution is made and shall become effective on the effective date of any such distribution, retroactive to the record date for such event. This subsection (c) does not apply to cash dividends paid out of consolidated current or retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles consistently applied, provided such cash dividends do not exceed in any fiscal year of the Company more than 4% of the immediately preceding fiscal year-end's market price per Share as determined in accordance with subsection (f) of this Section 6. Also, this subsection (c) does not apply to any transaction referred to in Sections 6(a), 6(b), 6(d) or 6(e).
Adjustment for Other Distribution. If the Company distributes to all holders of Common Stock any of its assets (including cash) or debt securities or any rights or warrants to purchase assets, debt securities or other securities of the Company, the Current Warrant Price shall be adjusted in accordance with the formula:
Adjustment for Other Distribution. Subject to Section 12(a), if the Company distributes to all holders of its Common Stock (i) any evidences of indebtedness
Adjustment for Other Distribution. If the Company distributes to all holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (other than cash dividends or other cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Dividend), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x M ------- M - F where: E' the adjusted Exercise Rate. E the current Exercise Rate on the record date mentioned below. M the Current Market Value per share of Common Stock on the record date mentioned below. F the fair market value on the record date mentioned below of the indebtedness, assets, rights, options or warrants distributable in respect of one share of Common Stock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. If an adjustment is made pursuant to clause (iii) above of this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. This subsection does not apply to rights, options or warrants referred to in subsection (b) of this Section 12.
Adjustment for Other Distribution. Section 6.7.