Automatic Adjustment. If any Action by Carnival or P&O Princess is covered by the Schedule, then an automatic adjustment to the Carnival Equivalent Number (and therefore the Equalization Ratio) will occur pursuant to such Schedule unless the Board of the other company, in its sole discretion, undertakes:
(A) a Matching Action; or
(B) an alternative to such automatic adjustment, that has been approved as such by a Class Rights Action, it being understood that the Board of the other company is under no obligation to undertake any such Matching Action or to seek approval as a Class Rights Action of any such alternative.
Automatic Adjustment. The rent adjustment in accordance with the criteria above shall be automatic, and Developer Lessor shall notify Lessee of the new rent amount two (02) Business Days in advance of the respective maturity.
Automatic Adjustment. In the event of any amendment, modification or waiver of the forfeiture or vesting provisions or transfer restrictions with respect to the Class B Common Stock or Class B Units that is subject to Paragraph 6(d) of the Sponsor Agreement or Section 4.3(d) of the Investor Rights Agreement, the Managing Member shall take such action, including any amendment, modification or waiver to the terms of any Class B Units in this Agreement, that is required to give effect to such provisions or to provide for a proportionate waiver, modification or amendment of any transfer restriction or vesting condition with respect to any Class B Units as is required in accordance with such provisions; provided that any such amendment, modification or waiver shall be subject to and contingent on the effectiveness of any amendment, modification or waiver of the Pubco Charter such that no change contemplated hereby shall take effect in respect of the Class B Units without a corresponding change in respect of the Class B Common Stock. To the extent required by this Agreement or applicable Law, each Member agrees to consent and take any other action necessary to give effect to the provisions of this Section 7.05, Section 4.3 of the Investor Rights Agreement and Paragraph 7(d) of the Sponsor Agreement.
Automatic Adjustment. The annual payment described in Section 3(b), the Annual Cash Bonus described in Section 3(c), and the equity awards described in Section 3(e)(ii) and Section 3(e)(iii) shall be subject to automatic increase as set forth in this Section 3(f). To the extent that the Company has grown its GAAP equity capitalization including all forms of common equity, preferred equity and retained earnings, by 25% from $1,459,058,453 through the 1st day of any subsequent calendar year (commencing with the 2022 calendar year and measured as of the first day of such year and the first day of subsequent calendar years) (such 25% increase, the “New Base”), the value of such cash payments and equity awards described in Section 3(b), Section 3(c), Section 3(e)(ii) and Section 3(e)(iii) which are granted in such calendar year shall be increased by 10% and shall continue to be granted at such increased levels annually. Additional 10% increases in the value of such cash payments and equity awards shall become effective upon each further increase of GAAP equity capitalization by 25%, measured from the immediately preceding New Base. In calculating GAAP equity capitalization each year, any increases or decreases in general CECL Reserves shall be excluded.
Automatic Adjustment. If any Action by Royal Caribbean or P&O Princess is covered by the Schedule, then an automatic adjustment to the Equalisation Ratio will occur pursuant to such Schedule unless the Board of the other company, in its sole discretion, undertakes:
(A) a Matching Action; or
(B) an alternative to such automatic adjustment, that has been approved as such by a Class Rights Action, it being understood that the Board of the other company is under no obligation to undertake any such Matching Action or to seek approval as a Class Rights Action of any such alternative.
Automatic Adjustment. Subject to and in accordance with the provisions of this Section 4.15, immediately following the consummation of an IPO, Sections 1–4 hereof, and the covenants and rights contained therein, shall terminate and be of no further force or effect and shall immediately be amended and restated in full and be replaced in their entirety with Sections 1–4 set forth on Exhibit E attached hereto (the “Automatic Adjustment”).
Automatic Adjustment. Any Company adjustment in the nature of a stock dividend, grant of stock split rights generally, reclassification, extraordinary dividend or distribution or other event which adjusts the number of authorized or issued capital stock or adds value to the shares (herein of dividends in cash, or property) shall accrue proportionately to the benefit of the Holder and the capital stock callable by the same as provided herein as if, each had exercised the Warrant and held Warrant Shares, plus all prior accretion, from the date of Warrant issuances to the date, or dates, this paragraph is triggered. Accordingly, for example, (i) a two for one common stock split, or a 100% stock dividend doubles the number of Warrant Shares obtainable upon Warrant exercise; (ii) a $10 cash dividend on each share of Common Stock means, on subsequent exercise, the Company issues the Holder $10 (without interest, for purposes of simplicity) per Warrant Share; (iii) an opportunity extended to shareholders to participate in a favorable arrangement (e.g. a so-called pre-emptive rights offering) or tag along rights shall be extended contemporaneously to the Holders on an as-if exercisable basis.
Automatic Adjustment. Promptly following each date on which the Required Amount is (1) reduced as a result of a reduction in the Pool Balance of the Class G-1 Certificates (including by reason of a Policy Provider Election with respect to one or more Series G-1 Equipment Notes) or otherwise, or (2) increased as a result of an increase in the Capped Interest Rate for the Class G-1 Certificates, the Maximum Commitment shall automatically be reduced or increased, as the case may be, to an amount equal to such reduced or increased Required Amount (as calculated by the Borrower); PROVIDED that on the first Regular Distribution Date, the Maximum Commitment shall automatically be reduced to the then Required Amount. The Borrower shall give notice of any such automatic reduction or increase of the Maximum Commitment to the Primary Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction or increase of the Maximum Commitment.
Automatic Adjustment. The amounts of the awards described in Section 2(b) and 2(d) above shall be subject to automatic increase as set forth in this Section 2(e). To the extent that the Company has grown its GAAP equity capitalization including all forms of common equity, preferred equity and retained earnings, by 25% from December 31, 2014 through the 1st day of any calendar year (commencing with the 2016 calendar year and measured as of the first day of such year and the first day of subsequent calendar years), the value of the awards described in Section 2(b) and 2(d) which are granted in such calendar year shall be increased by 10% (and shall continue to be granted at such increased level subject to additional 10% increases in the event of additional episodes of GAAP equity capitalization growth of 25% (measured from the GAAP equity capitalization level resulting in the immediately preceding increase).
Automatic Adjustment. The Borrower shall promptly notify the Agent of (a) any Permitted Refinancing of the First Lien Loan Documents, or (b) any amendment to or waiver of any of the financial covenants in the First Lien Loan Documents or in any such Permitted Refinancing, including without limitation amendments or waivers with respect to the definitions of terms used in connection with such financial covenants. Notwithstanding anything in this Agreement to the contrary, upon receipt by the Agent of any such notice, to the extent the financial covenants (including without limitation such definitions) to which the Borrower is subject under the First Lien Loan Documents or any such Permitted Refinancing are amended or waived, the equivalent covenant(s) in this Article IV shall automatically without any further action by the Borrower, the Agent or any Lender be deemed to be amended to conform to the financial covenants to which the Borrower is subject under the First Lien Loan Documents or such Permitted Refinancing as so amended, or waived, as the case may be. Notwithstanding the foregoing, the Borrower, the Agent and Lenders hereby agree to evidence any such amendment or waiver with the applicable, duly executed documents, in form and substance similar to any such amendment or waiver of the First Lien Loan Documents or any such Permitted Refinancing.
