Adjustments to Base Price. The Base Price shall be adjusted quarterly according to changes in the APS System Coal Price Index. The resulting price shall be referred to as the "Adjusted Base Price." The APS System Coal Price Base Index is [*].
Adjustments to Base Price. In the event the Company shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection (e)(ii) of this Section 6) without consideration or for a consideration per share less than the Base Price in effect immediately prior to the issuance of such Additional Shares of Common Stock, then and in each such case, the Base Price in effect on the date of and immediately prior to such issuance shall be adjusted, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Base Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Base Price, including for such purposes the consideration paid and payable for Additional Shares of Common Stock deemed issued pursuant to subsection (e)(ii) of the Section 6, in accordance with subsection (e)(iv) of this Section 6, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued and deemed issued under subsection (e)(ii) of this Section 6. The Base Price, as adjusted from time to time, shall be used to calculate in accordance with Section 6(e)(vi) below the additional number of shares of Common Stock the Holder is entitled to purchase upon exercise of this Warrant.
Adjustments to Base Price. The Base Price shall be subject to adjustment following the Closing as follows:
(1) The Base Price shall be increased by an amount equal to the amount (if any) by which (A) the aggregate of all Net Xxxxxxxx pursuant to the WIP Contracts exceeds (B) the sum of (y) the amount determined by dividing (i) -------- the aggregate of all Completion Costs (exclusive of liquidated damages, penalties or other similar payments) to be incurred by Xxxxxxxx (as the assignee of Xxxxx) and the Subsidiaries in connection with the WIP Contracts following the Closing by (ii) ninety-five percent (95%), plus (z) the -- aggregate of all liquidated damages, penalties or other similar payments included within the definition of Completion Costs to be incurred by Xxxxxxxx (as the assignee of Xxxxx) and the Subsidiaries in connection with the WIP Contracts following the Closing.
(2) The Base Price shall be decreased by an amount equal to the amount (if any) by which (A) the aggregate of all Net Xxxxxxxx pursuant to the WIP Contracts is less than (B) the sum of (y) the amount determined by dividing (i) the aggregate of all Completion Costs (exclusive of liquidated -------- damages, penalties or other similar payments) to be incurred by Xxxxxxxx (as the assignee of Xxxxx) and the Subsidiaries in connection with the WIP Contracts following the Closing by (ii) ninety-five percent (95%), plus (z) -- the aggregate of all liquidated damages, penalties or other similar payments included within the definition of Completion Costs to be incurred by Xxxxxxxx (as the assignee of Xxxxx) and the Subsidiaries in connection with the WIP Contracts following the Closing.
(3) As used in this Agreement, the following terms shall have the meanings set forth below:
Adjustments to Base Price. Introduction - This Exhibit E describes the terms and conditions, and the specifications for the payment by the Buyer for lignite delivered to the Facility. There are several price components for which quarterly adjustments will be made to reflect actual conditions and escalation or de-escalation. The specific price components subject to adjustment, including the bases and methodology to be used in making those adjustments, are detailed below. Pricing subsequent to December 31, 1999, will be escalated in accordance with the formula cited below.
Adjustments to Base Price. At the end of the first Contract Year and at the end of each following Contract Year, the Base Price, as previously adjusted, shall be adjusted based on changes in actual costs during the just completed Contract Year subject to adjustment not more frequently than once per Contract Year to reflect increases in SENETEK's cost of goods, which adjustment shall be limited to the amounts by which third party invoices to SENETEK for manufacturing, packing and shipping kinetin have increased since the last annual adjustment, if any, and shall not include increases in SENETEK's overheads.
Adjustments to Base Price. The initial payment of the Base Price at the Closing will be adjusted as follows:
3.2.1 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (to the extent such prepayments may accrue to Pegasus' benefit), prepaid income and accounts receivable, as more specifically set forth in Schedule 3.2, and to reflect the principle that all expenses and income attributable to the Segment for the period prior to the Closing Date are for the account of Pavilion, and all expenses and income attributable to the Segment for the period on and after the Closing Date are for the account of Pegasus.
3.2.2 All advance payments to, or funds of third parties on deposit with, Pavilion as of the Closing Date, as more specifically set forth in Schedule 3.2, relating to the Segment will be retained by Pavilion and will reduce the Base Price accordingly.
3.2.3 All deposits relating to the Segment that are held by third parties as of the Closing Date, as more specifically set forth in Schedule 3.2, for the account of Pavilion or as security for Pavilion's performance of its obligations will be credited to the account of Pavilion in their full amounts to increase the Base Price and will become the property of Pegasus.
Adjustments to Base Price. The Base Price shall be adjusted in the manner provided in this Section 2.4 (collectively, the "Adjustments").
Adjustments to Base Price. The Purchase Price shall be determined by subtracting the following from $42,000,000:
(a) all indebtedness of the Company as of the Closing Date (including both long-term and short-term portions), and all interest accrued thereon and prepayment penalties or fees payable if such debt is paid-in-full on the Closing Date; provided, that the indebtedness payable to State Street Bank shall be paid by Company at the Closing utilizing funds provided to Company by Purchaser.
(b) all obligations owed by the Company under capital leases as of the Closing Date;
(c) all amounts payable by the Company under stock appreciation rights agreements as of the Closing Date based on the value of the Company as of the Closing Date; provided, that such amounts shall be paid by Company at the Closing or promptly thereafter utilizing funds provided to Company by Purchaser;
(d) all amounts payable by the Company under management incentive plans as of the Closing Date based on the value of the Company as of the Closing Date; provided, that such amounts shall be paid by Company at the Closing or promptly thereafter utilizing funds provided to Company by Purchaser;
(e) all other amounts payable by the Company as special bonuses to employees as a result of the transactions contemplated by this Agreement; provided, that such amounts shall be paid by Company at the Closing or promptly thereafter utilizing funds provided to Company by Purchaser;
(f) $50,000 to be paid to **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** as additional purchase price for the assets acquired by the Company on or about **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** provided, that such amount shall be paid by Company at the Closing or promptly thereafter utilizing funds provided to Company by Purchaser;
(g) amounts payable to **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** in connection with a noncompete agreement;
(h) the amount, if any, by which the difference between Measured Current Assets and Measured Current Liabilities as of the Closing Date is less than the difference between Measured Current Assets and Measured Current Liabilities as of December 31, 1998. All determinations of amounts pursuant to this Sec...
Adjustments to Base Price. At the end of the first Contract Year and at the end of each following Contract Year, the Base Price, as previously adjusted, shall be adjusted based on changes in actual costs during the just completed Contract Year.
Adjustments to Base Price
