Adjustment Mechanics Sample Clauses

Adjustment Mechanics. The following rules and procedures will be applicable to adjustments made pursuant to this Article 5:
Sample 1
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Adjustment Mechanics. 1. After Completion, the Buyer shall prepare:
Sample 1
Adjustment Mechanics. (a) Sellers and Buyer shall cooperate and provide each other access to their respective books, records and employees (and those of the Companies) as are reasonably requested in connection with the matters addressed in this Section 2.6. At least five Business Days prior to the expected Closing Date, Sellers shall prepare in good faith and provide to Buyer the Net Working Capital Estimate (such estimate, the “Estimated Closing Statement”), along with an estimated balance sheet for the Companies as of the Measurement Time, which shall be used to determine the Consideration, but shall be subject to further adjustment post-Closing in accordance with the remainder of this Section 2.6. The existence of any such dispute with respect to the Estimated Closing Statement shall not delay or otherwise affect the Closing.
Sample 1
Adjustment Mechanics. Within 7 days after the date that the Total Working Capital Value set forth in the Statement (as adjusted according to the procedures set forth in Section 2.3) becomes final and binding on the parties: (a) if the Total Working Capital Value is a positive number, then the number of Shares to be sold to, and purchased by, the Purchaser hereunder shall be increased by an amount equal to (i) the Total Working Capital Value (reduced by any amount paid pursuant to the proviso below) divided by (ii) the Purchase Price, and CPI shall deliver to the Purchaser a certificate, registered in the name of the Purchaser (or such other name as may be designated by the Purchaser pursuant to Section 2.2) representing such number of Shares (and, in connection therewith, CRC agrees to deliver to the Purchaser a number of CRC Shares equal to 10% of such number of Shares, which CRC Shares the Purchaser and CRC agree shall be issued directly to the trustee of the CRC Trust and deposited in the CRC Trust to be held thereafter for the ratable benefit of the holders of Common Shares pursuant to the terms of the CRC Trust Agreement); provided, however, that the Purchaser may elect, at its option, to receive up to $10,000,000 of the Total Working Capital Value in cash in lieu of all or any portion of the Shares otherwise deliverable pursuant to this Section 2.3.3(a), or
Sample 1
Adjustment Mechanics. Within 7 days after the date that the Working Capital Value set forth in the Statement (as adjusted according to the procedures set forth in Section 2.3) becomes final and binding on the parties: (a) if the Working Capital Value is a positive number, then the number of Shares to be sold to, and purchased by, the Purchaser hereunder shall be increased by a number of Shares equal to the Working Capital Share Number and CPI shall deliver to the Purchaser a certificate, registered in the name of the Purchaser (or such other name as may be designated by the Purchaser) representing such number of Shares (and, in connection therewith, CRC agrees to deliver to the Purchaser a number of CRC Shares equal to 10% of the Working Capital Share Number, which CRC Shares the Purchaser and CRC agree shall be issued directly to the trustee of the CRC Trust and deposited in the CRC Trust to be held thereafter for the benefit of the holders of Common Shares pursuant to the terms of the CRC Trust Agreement), or
Sample 1
Adjustment Mechanics. If an adjustment is required --------------------- pursuant to Section 7.1(a), the Company shall deliver to the Investors within twenty (20) business days ("Delivery Date") each Investor's additional shares of Common Stock; provided however, that the Company shall effect such adjustment in cash, in whole or in part, to the extent required by Section 7.1(c). In the event the Company fails to deliver the additional shares (or cash, as the case may be) within ten (10) days of the Delivery Date, the Company shall be liable to the Investors for a penalty equal to 1% of the aggregate adjustment per month (in each instance to such Investor pro rata in accordance with its participation in this offering), payable in Common Stock or cash, at the Company's election. Any adjustment made on the second and third anniversaries of the Closing shall take into account the adjustment(s) made, if any, on the first anniversary and on the first and second anniversaries, respectively, such that the per share cash amount of the adjustment in the second and third years shall be reduced by the per share cash amount of the adjustment in the preceding year(s). By way of illustration, if on the first anniversary the Market Price is $2.00, the Investors will be entitled to a $.60 per share adjustment. If then on the second anniversary, the Market Price is $3.00, the Investors will be entitled to a $.40 per share adjustment (to wit, $1.00 difference from the $4.00 per share target for year two, less $.60 per share adjustment paid on the first anniversary).
Sample 1
Adjustment Mechanics. In the event that any linehaul rate needs adjustment due to the results of the application of this Methodology, CSXI shall effectuate the adjustment through some combination of the following:
Sample 1
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Related to Adjustment Mechanics

  • Adjustment Mechanism If an adjustment of the Exercise Price is required pursuant to this Section 6 (other than pursuant to Section 6.4), the Holder shall be entitled to purchase such number of shares of Common Stock as will cause (i) (x) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Warrant following such adjustment, multiplied by (y) the adjusted Exercise Price per share, to equal the result of (ii) (x) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment, multiplied by (y) the total Exercise Price before adjustment.

  • Payment Mechanics All payments of principal and interest hereunder are to be made in lawful money of the United States of America in the manner specified in Article III of the Purchase and Sale Agreement.

  • Closing Mechanics (i) One business day prior to the Closing, the Company will contact the contact person for each Purchaser listed on Schedule A hereto to confirm the closing mechanics set forth herein.

  • Cashless Settlement Mechanism Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Notice Mechanics All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

  • Conversion Mechanics (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.

  • Borrowing Mechanics Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.

  • Advances; Mechanics Subject to the terms and conditions of this Agreement (including, without limitation, the conditions of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, shares of Common Stock on the following terms:

  • Rights Issued Prior to Adjustment All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

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

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