Adjustments to Equity Value Sample Clauses

Adjustments to Equity Value. (a) The Estimated Total Equity Value shall be adjusted at Closing as follows (each such adjustment, an “Equity Value Adjustment”, and the Estimated Total Equity Value as so adjusted at Closing, the “Total Equity Value”): (i) The Estimated Total Equity Value shall be increased by the amount of Estimated Working Capital; (ii) If the sale, including as a result of a Condemnation or the MOB Sale, of a Property is consummated after the date hereof but before the Closing Date, the Estimated Total Equity Value shall be decreased by the Adjustment Amount for such Property; (iii) If the purchase of an Eligible Property is consummated after the date hereof but before the Closing Date, the Estimated Total Equity Value shall be increased by the Adjustment Amount for such Eligible Property; (iv) The Estimated Total Equity Value shall be (A) decreased by the amount, if any, equal to the excess of the Estimated Indebtedness over the Company Indebtedness Estimate Amount or (B) increased by the amount, if any, equal to the excess of the Company Indebtedness Estimate Amount over the Estimated Indebtedness; (v) The Estimated Total Equity Value shall be increased by the amount, if any, of Estimated Lender Reserves; (vi) The Estimated Total Equity shall be (A) decreased by the amount, if any, of any negative adjustment to the Allocated Purchase Price (JV Interest) or (B) increased by the amount, if any, of any positive adjustment to the Allocated Purchase Price (JV Interest), in each case, as a result of the re-valuation of Properties located in the United Kingdom based on the Closing Date Exchange Rate in accordance with the terms hereof; and (vii) The Estimated Total Equity Value shall be decreased by One Million Dollars ($1,000,000). Notwithstanding the foregoing, the Parties agree that (i) to the extent that any of the Equity Value Adjustments arise from or out of any facts, circumstances or conditions or events that overlap, there shall be no duplication of counting toward the calculation of any such Equity Value Adjustments and (ii) prior to each Equity Value Adjustment finally determined pursuant to this Section 2.4, Seller shall contribute to JV in exchange for JV HoldCo Interests a number of Newco Interests that is sufficient to cause Seller’s ownership percentage of JV not to be less than 53% (taking into account such Equity Value Adjustment).
Sample 1
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Adjustments to Equity Value. For all purposes of this Agreement, --------------------------- the Equity Value of the Issuer, as determined pursuant to Section 7(a) or 7(b), above, as the case may be, shall be adjusted as follows: (A) by adding to such Equity Value an amount equal to the aggregate amount of all dividends, payments in redemption of and other distributions of any kind in respect of (x) the ordinary shares of the Issuer and (y) any preference shares of the Issuer issued after the date of this Agreement, in each case which were paid or otherwise distributed since the date of this Agreement and except for dividends, payments in redemption and other distributions paid in ordinary shares or preference shares of the Issuer; (B) by adding to such Equity Value an amount equal to all fees paid by the issuer to (i) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation or any Affiliate thereof or (ii) any other financial advisor engaged by the Issuer or UIHI in connection with the redemption of the Increasing Rate Preferred or the implementation of any Strategic Plan, (as such terms are defined in the Transaction Agreement) together with any amount paid to third parties in reimbursement for the payment of any such fees in connection with the transactions contemplated by the Transaction Agreement, as permitted by Sections 4.3, 5.7, 8.5(c) and 8.6(c) of the Transaction Agreement; (C) by adding to such Equity Value an amount equal to any reduction in the equity value of the Issuer resulting from any transaction or series of related transactions conducted at other than fair market value; and (D) by subtracting from such equity value an amount equal to the aggregate amount of all additional contributions to the share capital of the Issuer (whether in cash or property) made from and after the date of this Agreement (other than any share capital contributed to the Issuer in connection with the Settlement Event pursuant to which the Holder elects or is deemed to elect to exercise the Right).
Sample 1

Related to Adjustments to Equity Value

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • 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.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner: (a) Subject to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows: (i) Twenty percent (20%) of the Net Profit shall be reallocated to the General Partner for each Fiscal Year as a "Incentive Allocation". (ii) The remaining Net Profit shall be allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's General Partner Percentage for the Fiscal Period. (c) In the event that the Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to the account of any Limited Partner, each such Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that Partner. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

  • 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.

  • Adjustments to Exercise Price and Number of Securities The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

  • Adjustments to Exercise Price The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events: (i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be. (ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it. (b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Adjustments to Fees Notwithstanding any of the fee limitations set forth in this Article 6, commencing upon the expiration of the first year of this Agreement, and upon the expiration of each year thereafter during the Term, the then-­‐current fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S. City Average (1982-­‐1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the month which is one (1) month prior to the commencement of the applicable year, over (ii) the CPI published for the month which is one (1) month prior to the commencement of the immediately prior year. In the event of any such increase, ICANN shall provide notice to Registry Operator specifying the amount of such adjustment. Any fee adjustment under this Section 6.5 shall be effective as of the first day of the first calendar quarter following at least thirty (30) days after ICANN’s delivery to Registry Operator of such fee adjustment notice.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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