Adjustment Mechanics Sample Clauses

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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Adjustment Mechanics. The following rules and procedures will be applicable to adjustments made pursuant to this Article 5: (a) the adjustments and readjustments provided for in this Article 5 are cumulative and, subject to Section 5.2(b) below, will apply (without duplication) to successive events that require such an adjustment; (b) no adjustment or readjustment provided for in Section 5.1(b) which would have the effect of increasing or decreasing the number of Common Shares or other securities or property that the Holder is entitled to receive upon exercise of the conversion rights pursuant to Section 4.1(a) shall be made unless the adjustment would result in a cumulative increase or decrease of at least one percent (1%) in such number of Common Shares or other securities or property, provided that any such adjustment which, except for the provisions of this Section 5.2(b), would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment; (c) for the purposes of Section 5.1(b), there will be deemed not to be outstanding: (i) any Common Share owned by or held for the account of the Borrower; (ii) any Common Share owned by or held for the account of any wholly-owned Subsidiary of the Borrower; and (iii) the percentage of Common Shares owned by or held for the account of any Subsidiary that is not a wholly-owned Subsidiary, that is equal to the direct and indirect percentage interest in the Borrower in the outstanding shares of such Subsidiary that carry a residual right to participate to an unlimited degree in its earnings and in its assets on liquidation or winding-up; (d) in the absence of a resolution of the board of directors of the Borrower fixing a record date for purposes of any event referred to in this Article 5, the Borrower will be deemed to have fixed as the record date therefor the date at which the event is effected or such other date as may be required by law; and (e) in the event of any question arising with respect to the application of any adjustments provided in this Article 5, such questions shall be conclusively determined by a firm of chartered accountants appointed by the Holder and acceptable to the Borrower (who may be the auditors of the Borrower). Such accountants shall have access to all necessary records of the Borrower and such determination shall be binding upon the Borrower and the Holder.
Sample 1
Adjustment Mechanics. 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. (b) Within 90 days after the Closing Date, Buyer shall prepare in good faith and deliver to Sellers Buyer’s calculation of the Net Working Capital of the Companies (such estimate, the “Proposed Closing Statement”), together with a worksheet showing the difference, if any, between the Estimated Closing Statement and the Proposed Closing Statement and a balance sheet for the Companies as of the Measurement Time. (c) Upon receipt of such determination from Buyer, Sellers shall have 30 days to review the Proposed Closing Statement (the “Review Period”). If either Seller disagrees with Buyer’s computation of the Net Working Capital, such Seller may, on or prior to the last day of the Review Period, deliver a notice to Buyer (a “Notice of Objection”), which sets forth such Seller’s objection to Buyer’s calculation of Net Working Capital. Any Notice of Objection shall specify those items or amounts on the Proposed Closing Statement with which such Seller disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth such Seller’s calculation of those items or amounts based on such objections. To the extent not set forth in a Notice of Objection from either Seller, Sellers shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Proposed Closing Statement. (d) Unless a Seller delivers a Notice of Objection to Buyer within the Review Period, Sellers shall be deemed to have accepted Buyer’s calculations of Net Working Capital and the Proposed Closing Statement shall be final, conclusive and binding. If a Seller delivers a Notice of...
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. 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
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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 (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Xxxxxx to convey the Owned Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause JCC to, enter into the HNO Ground Lease Assignment and Assumption Agreement and Act of Cash Sale of Improvements, (iii) Buyer shall, and Eldorado shall cause JCC to, enter into the Lease Assignment and Acceptance Agreement; (iv) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (vi) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment, and (vii) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

  • Conversion Mechanics 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.

  • ADJUSTMENT/APPROPRIATION OF PAYMENTS The Allottee authorizes the Promoter to adjust/appropriate all payments made by him/her under any head(s) of dues against lawful outstanding, if any, in his/her name as the Promoter may in its sole discretion deem fit and the Allottee undertakes not to object/demand/direct the Promoter to adjust his payments in any manner.

  • FORCE ADJUSTMENT General 11.01 When any condition arises which reduces the work load to the extent that, in the Company's opinion, force adjustment is warranted, the following shall apply: (a) If the contemplated adjustment to the force would involve the lay-off of 50 or more Regular employees from the bargaining unit within a period of 30 days, or alternatively the spreading of the equivalent work by part-timing, the Company shall endeavour to reach agreement with the Union as to whether a plan of part-timing, lay-offs, or a combination of the two shall be put into effect. (b) If the contemplated adjustment to the work force is less extensive than that described in subsection 11.01 (a), the Company shall not resort to lay-off of Regular employees or part-timing of Regular Full-Time employees, except with the agreement of the Union. 11.02 In the event that an agreement as to a plan cannot be reached under subsection 11.01 (a) within a period of 30 calendar days after the matter has been submitted to the Union, the Company may proceed on a plan of lay-off to the extent it deems necessary. 11.03 It is expressly understood, however, that if the Company proceeds on a plan of lay-off at the expiration of the 30 day period or later as prescribed in this Article, negotiations toward an agreement relating to a force adjustment plan shall be resumed at any time at the request of either party. Similarly, after agreement has been reached as to a plan of force adjustment either party may resume negotiations at any time in an effort to obtain agreement upon modifications of the plan then in effect.

  • 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 provisions 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, Common Shares on the following terms:

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

  • Purchase Mechanism If the Focus Investor exercises its rights provided in this Section 4.5, the closing of the purchase of the New Securities with respect to which such right has been exercised shall take place within 30 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable laws and regulations (including receipt of any applicable regulatory or corporate approvals). The Company and the Focus Investor agree to use commercially reasonable efforts to secure any regulatory or corporate approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities.

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