Adjustments, etc. (a) In the event of any stock split, reverse stock split, stock distribution or dividend (including any dividend or other distribution of securities convertible into Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to the Subject Shares, the terms of this Agreement will be equitably adjusted, including to apply to any resulting securities.
(b) The Stockholder agrees, while this Agreement is in effect, to notify the Company and Parent promptly in writing of the number of any additional Common Shares or Preferred Shares, any additional options or rights to purchase Common Shares, Preferred Shares or other voting capital stock of the Company and any other securities convertible into or exercisable or exchangeable for Common Shares or other voting capital stock or securities of the Company acquired by the Stockholder or any of its Affiliates, if any, after the date hereof.
Adjustments, etc. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment from time to time as follows:
Adjustments, etc. If, from time to time during the term of the Purchase Option, there is:
(a) any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the character or amount of any of the outstanding securities of the Company; or
(b) any consolidation, merger or sale of all, or substantially all, of the assets of the Company, other than a Sale Transaction; then, in such event, any and all new, substituted or additional securities or other property to which Stockholder is entitled by reason of his ownership of the Shares (the "Substituted Property") to the Purchase Option and shall be included in the term "Shares" for all purposes of the Purchase Option with the same force and effect as the Shares subject to the Purchase Option under the terms of Section 1. While the total Option Price shall remain the same after each such event, the Option Price per Company Share upon exercise of the Purchase Option shall be appropriately adjusted.
Adjustments, etc. Subject to the terms hereof, the Administrator shall make adjustments from time to time in the number of Performance Shares specified in paragraph 1.2 above as well as in the Financial Performance Metrics in such reasonable manner as the Administrator may determine to reflect:
(i) any increase or decrease in the number of issued shares of Stock of the Company resulting from a subdivision or consolidation of shares or any other capital adjustment, the payment of stock dividends or other increases or decreases in such Stock effected without receipt of consideration by the Company;
(ii) material changes in the Company’s accounting practices or principles, the effect of which would be to distort the calculation of the Financial Performance Metrics;
(iii) material acquisitions or dispositions, the effect of which would be to distort the calculation of the Financial Performance Metrics;
(iv) a Change of Control; or
(v) extraordinary, unusual, and nonrecurring items (such as restructuring charges and discontinued operations) which are disclosed in the published audited financial statements and which would distort the calculation of the Financial Performance Metrics; provided, however, that to be effective all such adjustments must be set forth in the Award Terms and that no such adjustment shall be made to the extent that the Administrator determines that adjustment would cause an award to fail to be fully deductible by the Company on account of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Adjustments, etc. (a) The Collection Agent shall not include any Receivable as an Eligible Receivable if (i) the representation and warranty contained in Section 9.1(f) is no longer true with respect to any Receivable in which any Purchaser has an Ownership Interest or (ii) the Seller or Collection Agent proposes to (x) reduce or cancel the outstanding balance of any Receivable in which a Purchaser has an Ownership Interest as a result of defective, rejected or returned merchandise or services or in connection with a claim, dispute, or offset asserted against such Receivable by an Obligor or (y) otherwise amend, modify or waive any term or condition of such Receivable (other than in a manner that does not affect the aging or impair the collectibility of such Receivable and otherwise is in accordance with the Credit and Collection Policies).
(b) On or before the Settlement Date next succeeding the date on which any Receivable is affected as described in the preceding clause (a), the Seller shall either:
(i) pay to the Collection Agent to be applied in accordance with Section 7.2 an amount equal to the outstanding balance of such Receivable (or any affected portion thereof); or
(ii) adjust the Aggregate Ownership Interest in effect on such date by decreasing "Net ER" in the denominator of the fraction described in Section 3.1(a) by the outstanding balance of the affected Receivable (or any affected portion thereof) so long as the Aggregate Ownership Interest would not, as a result, exceed the Maximum Ownership Interest.
Adjustments, etc. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations and similar changes affecting the capital stock of the Company. Unless otherwise expressly provided under this Agreement, any Class C Investor holding Class C Warrants shall, for all purposes hereof, be treated as if such Class C Investor had exercised such Class C Warrants and received all shares of Class C Non-Voting Convertible Preferred Stock issuable as a result of such exercise.
Adjustments, etc. In the event of a stock split, stock dividend or other change in the capitalization of IDT, the number of shares of IDT Stock referred to in this Agreement shall be adjusted in a manner that Buyer and Seller in good faith agree is equitable.
Adjustments, etc. (a) Parent and Merger Subsidiary shall take, and cause their Affiliates, and Subsidiaries to take, commercially reasonable steps to mitigate Parent's and Merger Subsidiary's Indemnifiable Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Parent's and Merger Subsidiary's Indemnifiable Losses.
(b) No representation or warranty of Company or Company Shareholders contained herein shall be deemed untrue or incorrect, and Company and Company Shareholders shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event which is disclosed in response to another representation or warranty contained in this Agreement.
Adjustments, etc. The Board, in its discretion, may adjust an award made pursuant to this Section 4.3 to address the dilutive or accretive effect on such award from a subsequent stock dividend, stock split or issuance of additional securities by the Company, from a reverse stock split or stock redemption by the Company, or from another event or transaction.
Adjustments, etc. (a) Payments by Company and Company Stockholders pursuant to Section 7.1 shall be limited to the indemnification obligation hereunder that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Parent and Merger Subsidiary in respect of any such claim.
(b) Payments by Company and Company Stockholders pursuant to Section 7.1 shall be reduced by an amount equal to any tax benefit realized as a result of Parent and Merger Subsidiary's Indemnifiable Losses.
(c) Notwithstanding anything to the contrary in this Agreement, in no event will any Indemnified Party be entitled to receive indemnification under this Agreement for Indemnifiable Losses relating to any matter for consequential, incidental, indirect, special or punitive damages, including diminution of value or any damages based on any type of multiple.
(d) Parent and Merger Subsidiary shall take, and cause their Affiliates, and Subsidiaries to take, commercially reasonable steps to mitigate Parent's and Merger Subsidiary's Indemnifiable Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Parent's and Merger Subsidiary's Indemnifiable Losses.
(e) No representation or warranty of Company or Company Stockholders contained herein shall be deemed untrue or incorrect, and Company and Company Stockholders shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event which is disclosed in response to another representation or warranty contained in this Agreement.
