Adjustments to Preliminary Balance Sample Clauses

Adjustments to Preliminary Balance. Sheet Involving IBNR and Bulk Claims. Purchaser and Seller also shall review and evaluate the IBNR and Bulk Claims reserves set forth in the Final Balance Sheet. For the purpose of establishing the reserves for Closing IBNR and Bulk Claims, (the "Reserve Amount") any adjustments must be mutually agreed to by Purchaser and Seller within 10 business days after the expiration of the Post-Closing Adjustment Period. If Purchaser and Seller do not agree to the Reserve Amount for Closing IBNR and Bulk Claims set forth on the Final Balance Sheet prepared by Audit Firm, as provided in Section 10.3(b), or if the only account balance in the Final Balance Sheet in dispute between Purchaser and Seller is the Closing IBNR and Bulk Claims, then the matter shall be submitted immediately to two nationally recognized actuarial firms (the "Actuaries"), one of which will be PriceWaterhouse Coopers LLP and the other will be chosen by mutual agreement of the Purchaser and Seller, for their review and determination. The review by the Actuaries shall be limited to a determination of the adequacy of the Reserve Amount set aside to pay the IBNR and Bulk Claims as of the Final Balance Sheet Date (the "Closing IBNR and Bulk Claims"). In their review and determination, the Actuaries shall make a final point estimate, using the historical Company methodology described in Section 3.5(f) of the appropriate Reserve Amount for the then-unpaid Closing IBNR and Bulk Claims, and such estimate shall be completed and delivered to Purchaser and Seller within 25 days after the expiration of the Post-Closing Adjustment period, or as soon thereafter as is practicable. If the Reserve Amount as determined by each Actuary is within 10% of the Reserve Amount as determined by the other Actuary, the Reserve Amount for the Closing IBNR and Bulk Claims under this Agreement will be the average of such Reserve Amounts. If the Reserve Amount as determined by one Actuary is not within 10% of the Reserve Amount as determined by the other Actuary, the Purchaser and Seller may mutually agree to a specific Reserve Amount, or can mutually select another two mutually recognized Actuaries, and both of such Actuaries shall determine the Reserve Amount as described in the immediately preceding sentences and the Post Closing Adjustment Date will then be postponed for a period of 60 days. If the Reserve Amounts as determined by the second two Actuaries are not within 10% of each other, such two Actuaries shall mutually s...
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Related to Adjustments to Preliminary Balance

  • 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 Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustment Date 6 Advance.......................................................................6 Affiliate.....................................................................6 Agreement.....................................................................6

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

  • 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 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 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.

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

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