Adjustment Mechanics Clause Samples
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).
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
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
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:
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...
Adjustment Mechanics. After Completion, the Buyer shall prepare:
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.