Adjustments to the Note Sample Clauses

Adjustments to the Note. (i) If the Final Insurance Liabilities Amount included in the Final Insurance Liabilities Statement for Buyer’s 2014 fiscal year exceeds the amount of Insurance Liabilities included in Closing Current Liabilities, then the outstanding principal balance or accrued interest then outstanding on the Note, or a combination of the foregoing, shall be reduced by the amount of such excess, and Buyer and Seller shall memorialize such adjustment to the Note in writing. If the Final Insurance Liabilities Amount included in the Final Insurance Liabilities Statement for Buyer’s 2014 fiscal year is less than the amount of Insurance Liabilities included in Closing Current Liabilities, then the outstanding principal balance of the Note shall be increased by such shortfall, and Buyer and Seller shall memorialize such adjustment to the Note in writing.
Sample 1
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Adjustments to the Note. (a) Within 30 days after the first six month period that begins on March 1, 2007 and ends on September 1, 2007 and for each of the second, third, fourth and fifth six-month periods following September 1, 2007, commencing with the six-month period that ends on March 1, 2008 (each a "Measurement Period"), the Purchaser shall cause to be prepared and delivered to the Seller a statement of operations of PCM and Pentec for the immediately preceding Measurement Period, determined in accordance with United States generally accepted accounting principles ("GAAP") and the principles set forth in Schedule A hereto. Such statements of operations (each a "Statement of Operations") shall include (i) a separate calculation of PCM's and Pentec's combined earnings before interest, taxes, depreciation and amortiziation for each Measurement Period, determined in accordance with the principles set forth in Schedule A hereto ("Adjusted EBITDA"); (ii) a determination as to whether the Adjusted EBITDA of $350,000 for each Measurement Period (the "Target EBITDA") has been achieved; and (iii) the amount of the Shortfall or Additional EBITDA (as defined below), as applicable, for each Measurement Period. Unless within ten (10) days of delivery of such Statement of Operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such Statement of Operations, then such draft shall be considered the final Statement of Operations of the Company for such period (the "Final Statement of Operations"). If within ten (10) days of delivery of the Statement of Operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such Statement of Operations, then the Seller and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Seller and the Purchaser are unable to reach a resolution with such effect within ten (10) days of the Purchaser's receipt of the Seller's written notice of objection, the Seller and the Purchaser shall submit such dispute for resolution to an independent accounting firm mutually appointed by the Seller and the Purchaser (the "Independent Accounting Firm"), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. In the event that the parties cannot agree on the identity of the accounting firm, the firm to be used shall be selected...
Sample 1

Related to Adjustments to the Note

  • 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 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 the Shares The applicable Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 4.

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

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

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • 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 Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

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