Adjustments, Valuation Sample Clauses

Adjustments, Valuation. On the 180th day following the Closing Date, WiFiMed Common Stock will be valued. The value shall be deemed the weighted average of all sales of WiFiMed Common Stock (weighted for volume) on the OTCBB in the thirty business days immediately preceding the 180th day following the Closing. If the value of a share of WiFiMed Common Stock under such valuation formula is less than one dollar, then, within 210 days after Closing, WiFiMed shall distribute to the Unit Holders additional shares of WiFiMed Common Stock equal to the difference between (A) 900,000 divided by the dollar share value and (B) 900,000, rounded to the nearest whole share, but not to exceed 900,000 shares. For example, if the share value formula yields a share value of 82 cents, then WiFiMed shall distribute to Unit Holders, within 210 days after the date of Closing, an additional 197,561 shares of Parent Entity ([900,000/0.82] – 900,000 = 197,560.9). The same share valuation formula (also calculated as of the 180th day following the date of Closing) shall be used for purposes of determining the number of shares of Parent Entity's Common Stock distributed to the Unit Holders after the expiration of the 12-month period specified in Section 9.10. The formula for such payment shall be the quotient of an equation in which the dividend is (A) the difference between 100,000 and the dollar value of the sum of understated liabilities and overstated assets, and the divisor is (B) the dollar share value of Parent Entity's common stock pursuant to the formula (except that a value of "1" shall be used if the share value formula yields a share value equal to or greater than one dollar), rounded to the nearest whole share, but not to exceed 200,000. For example, using the same share valuation of 82 cents, and assuming further that assets are overstated by $30,000 and liabilities understated by $25,000, then the shares distributed to the Unit Holders after the 12-month period would be [100,000 – 55,000] / 0.82 = 54,878 shares. It is the intention of the parties to increase proportionately the number of shares if the value on the 180th day is less than $1.00 and to decrease proportionately the number of shares pursuant to Section 9.10.
Sample 1
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Related to Adjustments, Valuation

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • 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;

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • Adjustment of Settlement Rate (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

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