Adjustment Methodology Sample Clauses

Adjustment Methodology. When available, actual figures will be used for the adjustments to the Purchase Price at the Closing. To the extent actual figures are not available, estimates will be used subject to final adjustments in accordance with Section 3.6.

Adjustment Methodology. When available, actual figures will be used for the adjustments to the Closing Cash Consideration at the Closing. To the extent actual figures are not available, estimates will be used subject to final adjustments in accordance with Section 3.6.

Adjustment Methodology. Each Altria Option shall be adjusted in the manner described below, effective as of the time of the Distribution, so that each Altria Option holder shall hold Adjusted Altria Options and Kraft Options in lieu of the Altria Options previously held. The following procedure shall be applied to each grant of Altria Options with the same grant date and exercise price held by each Altria Option holder. For the avoidance of doubt, the term “exercise price” refers to the amount payable by an option holder in order to acquire shares pursuant to a stock option award. (i) The Adjusted Altria Options shall have an exercise price equal to the Altria Post-Adjustment Price multiplied by the Option Conversion Ratio. The number of Adjusted Altria Options shall equal the number of Altria Options. (ii) The Kraft Options shall have an exercise price equal to the Kraft Price multiplied by the Option Conversion Ratio. The number of Kraft Options shall equal the number of Altria Options multiplied by the Distribution Ratio, rounded down to the nearest whole option. If the resulting aggregate Intrinsic Value of the Adjusted Altria Options and Kraft Options is less than the Intrinsic Value of the Altria Options, then the difference shall be paid to the option holder in cash as soon as practicable following the Distribution Date. If the resulting aggregate Intrinsic Value of the Adjusted Altria Options and Kraft Options is greater than the Intrinsic Value of the Altria Options, then the number of Kraft Options shall be reduced until the aggregate Intrinsic Value of the Adjusted Altria Options and Kraft Options is less than or equal to the Intrinsic Value of the Altria Options, and any difference shall be paid to the option holder in cash as soon as practicable following the Distribution Date. Notwithstanding the foregoing, if the Intrinsic Value of the Altria Options is negative, only the first two sentences of this Section 4.1(a)(ii) shall be applied. The cash payment described above shall be made by Altria to individuals who are Altria Group employees on the Distribution Date (or individuals no longer performing services for the Altria Group or the Kraft Group but whose last employment was with the Altria Group), and by Kraft to individuals who are Kraft Group employees on the Distribution Date (or individuals no longer performing services for the Altria Group or the Kraft Group but whose last employment was with the Kraft Group). (iii) The calculation described in the preceding ...

Adjustment Methodology. All deferred stock units notionally credited to a participant’s account under the Parent Director Deferred Compensation Plan immediately prior to the Effective Time shall be adjusted from and after the Effective Time so that (i) with respect to a participant in the Parent Director Deferred Compensation Plan immediately following the Effective Time, such deferred stock units shall continue to relate solely to Parent Shares and the number of deferred stock units notionally credited as of the Effective Time under the Parent Director Deferred Compensation Plan shall be equal to the product, rounding down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares underlying deferred stock units notionally credited to such participant’s account under the Parent Director Deferred Compensation Plan immediately prior to the Effective Time by (B) the Parent Ratio, and (ii) with respect to a participant in the SpinCo Director Deferred Compensation Plan immediately following the Effective Time, such deferred stock units shall relate solely to SpinCo Shares and the number of deferred stock units notionally credited as of the Effective Time under the SpinCo Director Deferred Compensation Plan shall be equal to the product, rounding down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares underlying deferred stock units notionally credited to such participant’s account under the Parent Director Deferred Compensation Plan immediately prior to the Effective Time by (B) the SpinCo Ratio.

Adjustment Methodology. In the event that the City does not achieve similar concessions from the POA, concessions from the Association will be adjusted as follows: i. If the one-time/temporary net budget savings in Fiscal Year 2010-2011 are not at least equivalent to 7.5% (7.5 times the 1% Number With Roll-Up for the POA, listed on Attachment B), the one-time/temporary budget measures listed above will be reduced by an equivalent factor of the 1% Number for the Association, listed on Attachment B, as follows: 1. First, through reinstatement of a portion of the vacation cash-out. 2. Second, through reduction in the unpaid furlough ii. If the ongoing/permanent net budget savings are not at least equivalent to 2.5% (2.5 times the 1% Number With Roll-Up for the POA, listed on Attachment B), the ongoing/permanent budget measures listed above will be reduced by an equivalent factor of the 1% Number for the Association, listed on Attachment B, as follows: 1. First, through restoration of the April 10, 2010 salary increase, 2. Second, through restoration of the cafeteria plan allowance. 3. If, however, the POA’s one-time/temporary net budget savings as a function of the POA’s one percent number exceeds the corresponding percent of temporary net budget savings under this agreement, ongoing savings measures will be converted to temporary savings measures rather than being completely discharged. This will be achieved through the addition of a June 18, 2011 reinstatement date for the concession. iii. Notwithstanding the above, a variance in one-time or ongoing budget savings during FY 2010-2011 of less than 0.5% of salary (0.5 times the police 1% number with roll-up) will be considered de minimis and will not trigger an adjustment to this agreement. iv. For variances in one-time or ongoing budget savings of greater than or equal to 0.5%, adjustments to concessions will be made by 0.5% for each full 0.5% difference between the Association’s Concessions and the POA Concessions. v. Given that labor negotiations with the POA may extend beyond the effective date of concessions under this Agreement, the budget savings measures under this Agreement will be implemented as planned, and will be adjusted retroactively, as appropriate, when negotiations with the POA are concluded.

Adjustment Methodology. The purchase price adjustments hereunder shall be calculated as of the Closing Date, without giving effect to any of the transactions hereunder, in accordance with GAAP or as otherwise specified herein.

Adjustment Methodology. Parent shall cause a copy of its ---------------------- valuation of the Company as of the First Adjustment Date and the Second Adjustment Date to be delivered to each of the Stockholders and the Escrow Agent promptly following the preparation thereof. For a period of ten (10) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts as a result of a Purchase Price Adjustment unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such ten (10) day period, the Escrow Agent shall make delivery to Purchaser of the Purchase Price Adjustment from the Escrow Fund (as defined below), provided that no such payment or delivery shall be made if the Stockholder Representative shall object in a written statement to the Purchase Price Adjustment and such objection shall have been delivered to the Parent and the Escrow Agent prior to the expiration of such ten (10) day period. In the event such an objection by the Stockholder Representative is received the provisions of Section 7.2(i) of this Agreement shall apply to the resolution of the dispute regarding the claimed Purchase Price Adjustment.

Adjustment Methodology. All such calculations shall be made in accordance with GAAP, applied in a manner consistent with the calculation and valuation methodologies set forth on Schedule 2.2.

Adjustment Methodology. Our approach to the valuations reflect the level of uncertainty existing within the wider macro markets and the student market from an accommodation and educational perspective. With uncertainty still surrounding international student travel the booking levels at the subject properties and competing schemes are below where we would expect for this time of year and we have sought to make two adjustments to the valuations as detailed below.

Adjustment Methodology. The following principles shall apply to the calculation of purchase price adjustments hereunder, including the estimates set forth above: (i) Unless otherwise specified, all such calculations required to be made as of the Closing Date shall be calculated as of the opening of business (New York City time) on the Closing Date, without giving effect to any of the Transactions; (ii) All such calculations shall be made in U.S. dollars and utilizing the same principles, policies, methodologies and procedures adopted in the preparation of the Interim Balance Sheet, except for the modifications set forth in Schedule 2.2; and (iii) The calculations shall be made in a manner consistent with the methodologies set forth on Schedule 2.2.