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. 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. 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.
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:
Adjustment Methodology. The purchase price adjustments hereunder shall be calculated as of the Closing Date, without giving effect to any of the transactions hereunder and without any duplication.
Adjustment Methodology. When available, actual figures will be used for the adjustments to the Closing Payment at Closing. To the extent actual figures are not available, estimates will be used subject to final adjustments in accordance with Section 2.7 and Section 2.10.
Adjustment Methodology. 2.10 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. 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. As used in this Agreement, “Net Working Capital” means the current assets (as customarily referred to under GAAP, except to the extent adjusted pursuant to Schedule 2.2(b) of the Seller Disclosure Letter) of the Company and its Subsidiaries, on a consolidated basis, minus the current liabilities (as customarily referred to under GAAP (except to the extent adjusted pursuant to Schedule 2.2(b) of the Seller Disclosure Letter), but for the avoidance of doubt specifically excludes any letters of credit that are cash collateralized) of the Company and its Subsidiaries, on a consolidated basis, and minus all Indebtedness (other than Indebtedness that is included in current liabilities) of the Company and its Subsidiaries, consistent with and subject in each case to the Working Capital Methodology; provided, however, that Net Working Capital shall not include any portion of the Centaurus Debt but shall include the aggregate value of all cash collateral (and any interest thereon) that has been posted by any Affiliates of the Company with respect to the letters of credit of the Company and any of its Subsidiaries, and following Closing the Company shall retain such cash collateral without obligation to return such cash to such Affiliates. For the avoidance of doubt, the Parties agree that Schedule 2.2(b) of the Seller Disclosure Letter sets forth the calculation of the Net Working Capital as of June 30, 2010. The Net Working Capital as of the Closing Date shall be prepared using the same methodology, assumptions, adjustments, estimates and accounting policies and principles that were used to calculate the Net Working Capital as of June 30, 2010 (collectively, the “Working Capital Methodology”). All determinations of the Net Working Capital shall be made disregarding the effect of any accounting or tax elections or adjustments made at or subsequent to the Closing.
Adjustment Methodology. In the event that a Non-User due to any operational upset is allocated Propane and Butane, a manual override shall apply to adjust for this, cf. Appendix 4. If a sample is destroyed or in other way not representative for the Month, the analysis of the sample of the previous Month shall be applied for the Month.
