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 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 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 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 Purchase Price The Purchase Price shall be adjusted at the Closing Date and at the Final Settlement Date as follows: (a) The Purchase Price shall be adjusted upward by the sum of the following, without duplication: (i) the value of all merchantable allowable Hydrocarbons in storage above the pipeline connection at the Effective Time, and not previously sold, that is credited to the Properties, such value to be the actual sales price for such Hydrocarbons, or if not yet sold or the actual sales price is not known as of the time of preparation of the Closing Settlement Statement, then the market price as of the Effective Time, less taxes, gravity adjustments and other costs deducted by the purchaser of such Hydrocarbons; (ii) the amount of all Operating Expenses which relate to and were incurred during any period from and after the Effective Time (or, if relating to a period that is in part from and after the Effective Time, that part of such Operating Expenses that relate to the period from and after the Effective Time) and that are paid by or on behalf of Target prior to the Closing Date in connection with the operation and development of the Properties from and after the Effective Time, but excluding any and all Disallowed Expenses; (iii) an amount equal to all prepaid expenses attributable to the Properties that are paid by or on behalf of Target prior to the Closing Date and that are, in accordance with GAAP (except for Asset Taxes, in which case in accordance with the Tax Allocation Methodology), attributable to the ownership or operation of the Properties during the period from and after the Effective Time (or, if relating to a period that is in part from and after the Effective Time, that part of such expenditures that relates to the period from and after the Effective Time) including, without limitation, prepaid utility charges, prepaid Asset Taxes (but not including Income Taxes, franchise taxes or gross receipts taxes) based upon or measured by the ownership of the Properties or the production of hydrocarbons or the receipt of proceeds therefrom, but excluding any and all Disallowed Expenses; (iv) any other amount required under this Agreement or otherwise agreed upon by Buyer and Owners to be added to the Purchase Price. (b) The Purchase Price shall be adjusted downward by the sum of the following, without duplication: (i) the amount of all proceeds actually received by or on behalf of Target prior to the Closing Date and attributable to Hydrocarbon production from the Properties from and after the Effective Time, less amounts actually paid by or on behalf of Target as Burdens or as production, gathering, processing and transportation costs, and less any production, severance, sales or excise Taxes not reimbursed to Target by the purchaser of such Hydrocarbon production, to the extent such deductions are not otherwise accounted for in an any upward adjustment to the Purchase Price; (ii) an amount equal to all Asset Taxes (but not including Income Taxes, franchise taxes or gross receipts taxes) that are (A) unpaid as of the Closing Date, (B) based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom (including the receipt of proceeds therefrom) and (C) accruing to the Properties in accordance with the Tax Allocation Methodology prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based upon such taxes and assessments for the preceding calendar year or, if such taxes or assessments are assessed on other than a calendar year basis, for the tax related year last ended; (iii) the amount of all Operating Expenses which relate to any period prior to the Effective Time (or, if relating to a period that is in part prior to the Effective Time, that part of such Operating Expenses that relate to the period prior to the Effective Time) and that are unpaid as of the Closing Date, and the amount of all Disallowed Expenses that are unpaid as of the Closing Date; and (iv) any other amounts required under this Agreement or otherwise agreed upon by Buyer and Owners. (c) The Purchase Price shall be adjusted upward by the sum of 100% of the following: (i) subject to Section 3.07, the Title Benefit Amount with respect to a Title Benefit properly asserted prior to the Title Defect Claim Date; and (ii) any other amounts required under this Agreement or otherwise agreed upon by Buyer and Owners. (d) The Purchase Price shall be adjusted downward by the sum of 100% of the following: (i) subject to Section 3.07, the Title Defect Amount with respect to Title Defects properly asserted by Buyer prior to the Title Defect Claim Date; and (ii) any other amounts required under this Agreement or otherwise agreed upon by Buyer and Owners.
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.
Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.
Carry Forward to a Subsequent Year If you do not withdraw the excess contribution, you may carry forward the contribution for a subsequent tax year. To do so, you under-contribute for that tax year and carry the excess contribution amount forward to that year on your tax return. The six percent excess contribution penalty tax will be imposed on the excess amount for each year that it remains as an excess contribution at the end of the year. You must file IRS Form 5329 along with your income tax return to report and remit any additional taxes to the IRS.
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 the Purchase Price (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999.