Adjustment to. Kilometer Allowances
Adjustment to. SUBSCRIPTION RIGHTS 11 4.1 Adjustment to Subscription Rights:............................................ 11 4.2
Adjustment to. Consideration In the event that the gross proceeds to 2d from the Private Placement are at least $7,500,0000, Buyer shall deliver to Seller Stock Certificates representing that number of additional shares of capital stock of 2d of the class sold and issued to investors in the Private Placement in accordance with the following schedule (or, in the event of a repurchase of the 2d Stock from Seller or a cash payment pursuant to Section 1.04(b)(2)(iii), the payment price therefor shall be increased by the amount set forth below in parentheses):
(a) upon a pre-Private Placement valuation determined by the Board of Directors of 2d less than $15.0 million, no additional shares (or $0.00);
(b) upon a pre-Private Placement valuation determined by the Board of Directors of 2d between $15.0 and $17.49 million, that number of shares purchasable with $675,000 (or $675,000);
(c) upon a pre-Private Placement valuation determined by the Board of Directors of 2d between $17.50 and $19.99 million, that number of shares purchasable with $900,000 (or $900,000);
(d) upon a pre-Private Placement valuation determined by the Board of Directors of 2d between $20.00 and $24.99 million, that number of shares purchasable with $1,125,000 (or $1,125,000); or
(e) upon a pre-Private Placement valuation determined by the Board of Directors of 2d above $25 million, that number of shares purchasable with $1,350,000 (or $1,350,000).
Adjustment to. Recycling Rebate Portion of the Rate
Adjustment to. Capitation in Consideration of the ACA Section 9010.
(1) The amount of the HIP Fee attributable to this Agreement;
(2) The federal income tax liability, if any, that the Dental Contractor incurs as a result of receiving HHSC’s payment for the amount of the HIP Fee attributable to this Agreement; and
(3) Any Texas state premium tax attributable to the capitation adjustment. The amount of the HIP Fee will not be determinable until after HHSC establishes the regular Capitation Rates for a rate period. HHSC therefore will perform an actuarial calculation to account for the HIP Fee within actuarially sound Capitation Rates each year, and apply this Capitation Rate adjustment to the regular Capitation Rates already paid to the Dental Contractor. The Dental Contractor’s federal income tax rate will not be known prior to the end of the tax year. As a result, HHSC will make a tax rate assumption for purposes of developing the capitation adjustment. If the tax rate assumption later proves to be higher than the actual tax rate for one or more Dental Contractors, HHSC may re-determine the capitation adjustment for those Dental Contractors using the lower tax rate and reconcile the capitation amount paid. Dental Services for Texas Children’s Medicaid and Children’s Health Insurance Program Contract No. HHS0002879-00003 Attachment B – Dental Contract Terms and Conditions
Adjustment to. NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE. Upon each adjustment of the Exercise Price with respect to the Common Stock pursuant to Section 3.2, the total number of shares of Common Stock issuable upon the exercise of this Warrant shall be such number of shares of Common Stock (calculated to the nearest 1/one-thousandth of a share) issuable at the Exercise Price with respect to such Common Stock in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be such Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be such Exercise Price in effect immediately after such adjustment.
Adjustment to. In addition to the adjustments set forth in Sections 2.7 (a) and (b) hereof, the * (as hereinafter defined) will be * in effect for the respective period * of the respective *, as the case may be, for the * immediately preceding *Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the "Xxxx"). This Exhibit has been filed with the Secretary of the Commission without the Xxxx pursuant to the Company's application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. the * to total Net Sales of the Products for the * months immediately preceding the *. Any * will * for any remaining period ratably based upon the * for such period immediately prior to such reduction. In the event of an adjustment of payments pursuant to this Section 2.7 *. In addition, *. Attached as Exhibit H are examples of the calculations set forth in Sections 2.7 (a)-(c) above, based on select hypothetical scenarios. For purposes of this Section 2.7 the " * " shall equal the * of (i) the result of (a) the * (b) the total Net Sales of the Rondec Products and CCA Products for the * (ii) the *. For purposes of this Section 2.7 an " * " shall be deemed to have occurred at such time as the *, or other * as a result of any such action by DJ Pharma, and which (a) *, or (b) *, or (c) *. Any of the * impacted as set forth in subsections (a)-(c) of this paragraph by the * are defined herein as the *. For purposes of this Section 2.7 the " * " shall be, except as set forth herein, the date upon which * of the occurrence of any or all of the foregoing events. With respect to the * as set forth in subsection (a) of the foregoing paragraph, the * shall be on the *.
Adjustment to. The Conversion Rate From, And Including, October 15, 2012 To, And Including, November 15, 2012.
(A) At the open of business on October 15, 2012 (or, if such date is not a Business Day, the first Business Day thereafter), the Conversion Rate shall be adjusted (the “Section 10.15 Conversion Rate Adjustment”) to an amount (the “Initial Section 10.15 Conversion Rate”) equal to a fraction whose numerator is one thousand dollars ($1,000) and whose denominator is the arithmetic average of the Closing Sale Prices per Common Share during the twenty (20) Trading Days immediately preceding, and including, the third (3rd) Business Day immediately preceding October 15, 2012, which average shall be appropriately adjusted, by the Board of Directors, in its good faith determination, which shall be described in a Board Resolution, to account for any adjustments to the Conversion Rate which shall have become effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of such event occurs, during such twenty (20) Trading Days; provided, however, that no such Section 10.15 Conversion Rate Adjustment shall be made if both (1) the Initial Section 10.15 Conversion Rate is less than the Conversion Rate that would otherwise be in effect at the open of business on October 15, 2012 (or, if such date is not a Business Day, the first Business Day thereafter) after giving effect to any other adjustments to the Conversion Rate required to be made pursuant to this Article X; and (2) at October 15, 2012, the Securities shall be presently convertible pursuant to Section 10.01(A)(i), Section 10.01(A)(ii), Section 10.01(A)(iii), Section 10.01(A)(iv) or Section 10.01(A)(v).
(B) If the Conversion Rate shall have been adjusted pursuant to Section 10.15(A), then:
(i) at the open of business on the Business Day immediately after November 15, 2012, the Conversion Rate will be readjusted back to the Conversion Rate that would have been in effect at such time if no Section 10.15 Conversion Rate Adjustment had occurred (for avoidance of doubt, after giving effect to any other adjustments to the Conversion Rate that were required to be made pursuant hereto from, and including, the open of business on October 15, 2012 (or, if such date is not a Business Day, the first Business Day thereafter) to, and including, the open of business on the Business Day immediately after November 15, 2012, assuming the Section 10.15 Conversion Rate Adjustment had not occurred);
(ii) if the Co...
Adjustment to. Capitalized Lessor's Cost Lessee hereby irrevocably authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no more than ten percent (10%) within each Schedule to account for equipment change orders, equipment returns, invoicing errors, and similar manner. Lessee acknowledges and agrees that the Rent shall be adjusted as a
Adjustment to. Consolidated EBITDA to the extent that the computation of Consolidated EBITDA includes a gain or loss with respect to any commodity swap, currency swap, interest rate swap, cap, collar or floor agreement or other interest rate management device (including, for the avoidance of doubt, obligations under such commodity swap, currency swap, interest rate swap, cap, collar or floor agreement or other interest rate management device that are secured as well as those that are unsecured) as follows: Consolidated EBITDA shall be (1) increased by any non-cash items of loss arising from such swap, agreement or other device, in each case, net of any actual cash payments related to the items giving rise to the loss and (2) decreased by any non-cash items of gain arising from such swap, agreement or other device, in each case, net of any actual cash payments related to items giving rise to the gain $
