Adjustments for Similar Transactions Sample Clauses

Adjustments for Similar Transactions. 6.3.1 If during the term of this Agreement Gemstar enters into a [*] that Gemstar in its reasonable judgment determines to contain terms, conditions and associated obligations relating to [*] which when taken as a whole are more favorable for the non-Gemstar party than __________ [*] Confidential Treatment Requested. the terms, conditions and associated obligations contained in this Agreement are for Microsoft, then Gemstar shall immediately notify Microsoft of such Other Terms. The notification shall be in writing and in sufficient detail for Microsoft to understand and evaluate the Other Terms. Upon written demand given to Microsoft within thirty (30) days of the day on which Microsoft receives Gemstar's notice, Microsoft shall have the right to demand that this Agreement be amended to adopt [*] of the Other Terms in lieu of corresponding terms contained in this Agreement (as may be previously amended), provided that Microsoft shall not be entitled to receive or review the agreement documenting the Similar Transaction absent the written consent of the non-Gemstar party to the agreement (which consent Gemstar shall use its commercially reasonable efforts to obtain). 6.3.2 If during the term of this Agreement Microsoft in its reasonable judgment has reason to believe that Gemstar has entered into a [*] and has failed to so notify Microsoft, then Microsoft shall have the right to name an independent third party reasonably acceptable to Gemstar (the "Independent Auditor") to review Gemstar's records for the purpose of determining whether a [*] shall have taken place; provided that such Independent Auditor shall agree, in form and substance satisfactory to Gemstar in its reasonable discretion, to maintain all information contained in records confidential and to not reveal such information to any other party (including, without limitation, Microsoft). If such Independent Auditor shall determine that a [*] has taken place, then Gemstar shall reimburse all reasonable out-of-pocket fees, costs and expenses incurred by Microsoft in connection with such review within thirty (30) days of receipt of an invoice therefor from Microsoft. If such Independent Auditor shall determine that a [*] has not taken place, then Microsoft shall reimburse all reasonable out-of-pocket fees, costs and expenses incurred by Gemstar in connection with such review within thirty (30) days of receipt of an invoice therefor from Gemstar. 6.3.3 For purposes of this Agreement, the term [*] sha...
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Related to Adjustments for Similar Transactions

  • Adjustments for Stock Splits and Combinations If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) effect a split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date), combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

  • Adjustments for Share Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

  • Adjustments for Share Splits The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock.

  • Adjustments for Stock Splits The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.

  • Adjustments for Stock Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Common Stock or Preferred Stock of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

  • Adjustments for Combinations, Etc If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased.

  • Adjustment for Stock Splits and Combinations If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the "Original Issue Date") effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Arrangements for Sales Arrangements for sales of Contract Securities will be made only through the Manager acting either directly or through Dealers (including Underwriters acting as Dealers), and you authorize the Manager to act on your behalf in making such arrangements. The aggregate number or amount of Securities to be purchased by the several Underwriters will be reduced by the respective number or amounts of Contract Securities attributed to such Underwriters as hereinafter provided. Subject to the provisions of Section 4.2 hereof, the aggregate number or amount of Contract Securities will be attributed to the Underwriters as nearly as practicable in proportion to their respective Underwriting Percentages, except that, as determined by the Manager in its discretion: (a) Contract Securities directed and allocated by a purchaser to specific Underwriters will be attributed to such Underwriters, and (b) Contract Securities for which arrangements have been made for sale through Dealers will be attributed to each Underwriter approximately in the proportion that Securities of such Underwriter held by the Manager for sales to Dealers bear to all Securities so held. The fee with respect to Contract Securities payable to the Manager for the accounts of the Underwriters pursuant to the Underwriting Agreement will be credited to the accounts of the respective Underwriters in proportion to the Contract Securities attributed to such Underwriters pursuant to the provisions of this Section 4.1, less, in the case of each Underwriter, the concession to Dealers on Contract Securities sold through Dealers and attributed to such Underwriter.

  • Adjustments for Reclassification, Exchange or Substitution If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.6(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.6(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

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