Adjustment Options Sample Clauses

Adjustment Options. In case of exceptional events or developments during the performance period, the Supervisory Board is entitled to adjust, either in favor or to the detriment of the Managing Director and using equitable discretion, the actual target achievement rates determined for the financial and non-financial performance criteria and the special targets, in order to ensure the performance assessment is appropriate. Examples of exceptional events or developments are an acquisition by a Schaeffler Group company or a disposal of all or part of a company or of equity investments in companies by a Schaeffler Group company, a merger of Xxxxxxxxxx XX with another company, significant changes in Schaeffler AG’s shareholder structure, changes in the legal and/or regulatory environment, economic implications of a significant exogenous shock (e.g. war, pandemic, or natural disasters), or high inflation. The planned merger of Vitesco Technologies Group AG into Xxxxxxxxxx XX has a significant impact on the STB performance criteria. As a result, the Supervisory Board is entitled to adjust the actual target achievement rates of the STB for merger-related items in order to ensure the Managing Directors’ performance is assessed appropriately.
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Adjustment Options. In case of exceptional events or developments during the performance period, the Supervisory Board is entitled to adjust, either in favor or to the detriment of the Managing Director and using equitable discretion, the actual target achievement rates determined for the TSR outperformance, EPS growth, and climate neutrality performance criteria, in order to ensure the performance assessment is appropriate. Examples of exceptional events or developments are an acquisition by a Schaeffler Group company or a disposal of all or part of a company or of equity investments in companies by a Schaeffler Group company, a merger of Xxxxxxxxxx XX with another company, significant changes in Schaeffler AG’s shareholder structure, changes in the legal and/or regulatory environment, economic implications of a significant exogenous shock (e.g. war, pandemic, or natural disasters), or high inflation. The planned merger of Vitesco Technologies Group AG into Xxxxxxxxxx XX has a significant impact on the EPS growth and climate neutrality performance criteria. As a result, the Supervisory Board is entitled to fix or adjust for merger-related items the actual target achievement rates of the EPS growth and climate neutrality performance criteria of the 2024 to 2027 PSUP tranche and subsequent tranches in order to ensure the Managing Directors’ performance is assessed appropriately.
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Adjustment Options. Upon the closing of the transactions contemplated by the Equity Purchase Agreement, either:
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Adjustment Options. Executive shall also be granted additional stock options with a grant date fair value of approximately Nine Hundred Thousand dollars ($900,000) (the “Adjustment Options”). The Adjustment Options shall be granted at the same time and have the same exercise price as the Initial Options described in Paragraph 3(c)(ii)(A) . The Adjustment Options shall be subject to the terms of an award agreement between the Company and Executive, substantially in the form attached hereto as Exhibit C.
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Adjustment Options. In the event that there are employees affected by the integration who are declared surplus, such surplus employees will be entitled to exercise their applicable rights under the collective agreement. In any event severance payment shall not be less than two (2) weeks pay at their regular salary per year of service to a maximum fifty two (52) weeks.
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Adjustment Options. Section 37.1 (a) Provided that at the time of such exercise (1) there exists no monetary or material non-monetary Event of Default that has occurred and is then continuing, (2) this Lease is in full force and effect, and (3) Tenant shall not theretofore have exercised the right to lease the Additional Floor, then Original Tenant shall have the option (the “Contraction Option”) to subtract the twenty-sixth (26th) floor of the Building (the “Contraction Space”) from the Premises as of the Contraction Effective Date on the terms set forth below. If Tenant desires to exercise the Contraction Option, Tenant shall deliver an irrevocable notice (the “Contraction Notice”) to Landlord notifying Landlord of such exercise no later than thirty (30) days after the Effective Date and setting forth the identity of the Contraction Space. Time shall be of the essence as to Tenant’s giving the Contraction Notice. If Tenant fails to timely give the Contraction Notice with respect to the Contraction Option, Tenant shall have no further right to exercise the Contraction Option and the Contraction Option shall be null and void.
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Adjustment Options. We may adjust loss to any insured property of others with the owners of such property or you for their account. Any such insurance under this policy shall not inure directly or indirectly to the benefit of any carrier or other bailee for hire.
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Related to Adjustment Options

  • Payment Options The exercise price shall be paid by one or any combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof:

  • Investment Options You may direct the investment of your funds within this IRA into any investment instrument offered by or through the Custodian. The Custodian will not exercise any investment discretion regarding your IRA, as this is solely your responsibility. FEES There are certain fees and charges connected with your IRA investments. These fees and charges may include the following. • Sales Commissions • Set Up Fees • Investment Management Fees • Annual Maintenance Fees • Distribution Fees • Surrender or Termination Fees To find out what fees apply, refer to the investment prospectus or contract. There may be certain fees and charges connected with the IRA itself. (Select and complete as applicable.) Annual Custodial Service Fee* $ No Charge Overnight Distribution $ 16.50 Wire Fee $ 12.50 Transfer Out Fee $ The greater of $100.00 or $25.00 per position Other (Explain) We reserve the right to change any of the above fees after notice to you, as provided in your IRA agreement. *The annual custodial fee will be borne by your Investment Advisor.

  • Adjustment to Number of Shares Upon each adjustment of the Exercise Price pursuant to Section 4.01, each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest 1/10,000th of a share) obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of the Warrant by the Exercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect immediately after such adjustment.

  • ADJUSTMENT RIGHTS The purchase price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

  • SETTLEMENT OPTION The undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender repaid on the Fourth Amendment Effective Date and to purchase by assignment Tranche B Term Loans in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate Tranche B Term Loans to such Existing Term Lender or to allocate less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans in Tranche B Term Loans. Highbridge Loan Management 5-2015, Ltd. By: HPS Investment Partners, LLC As the Collateral Manager By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President If a second signature is necessary: By: Name: Title: Name of Fund Manager (if any): HPS Investment Partners, LLC Exhibit A [Form of Lender Signature Page to Amendment] The undersigned, a Lender holding Original Initial Term Loans (“you”), hereby consents to the Fourth Amendment to that certain First Lien Credit Agreement, dated as of August 20, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, including by an Increase Supplement dated as of November 30, 2015, by the First Amendment to First Lien Credit Agreement dated as of November 30, 2015, by an Increase Supplement dated as of October 5, 2016, by the Second Amendment to First Lien Credit Agreement dated as of October 5, 2016, by an Increase Supplement dated as of January, 31, 2017 and by the Third Amendment to First Lien Credit Agreement dated as of January, 31, 2017, the “Existing First Lien Credit Agreement”), among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”) and the Lenders party thereto, which is proposed to be dated on or around August, 14 2017 and to be entered into among the Borrower, Holding, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “Amendment”) and to the attachment of this Existing Term Lender Signature Page to the Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Existing First Lien Credit Agreement, as applicable. If you are an Existing Term Lender, you, if and only if you indicate below, hereby irrevocably and unconditionally approve of, and consent to, the Amendment, and to the attachment of this Lender Signature Page to the Amendment, and hereby agree that all parties to the Amendment are express third party beneficiaries of this Existing Term Lender Signature Page to the Amendment and hereby further agree as follows: [Check ONLY ONE of the two boxes below] x CASHLESS ROLLOVER OPTION Each undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender for a Tranche B Term Loan in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby (i) acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans, in which case the difference between the current principal amount of such Existing Term Lender’s Original Initial Term Loans and the allocated principal amount of Tranche B Term Loans will be prepaid on, and subject to the occurrence of, the Fourth Amendment Effective Date and (ii) agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each Existing Term Lender and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

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