Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of its Partnership Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders in accordance with their Partnership Interests in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their Membership Interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Members in accordance with their Interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Units, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss
Certain Additional Adjustments. The Closing Merger Consideration and each Per Share Contingent Payment, if any, (a) shall be adjusted to reflect the full effect of any stock split, reverse split, stock dividend (including any dividend or distribution or distribution of securities convertible into Company Common Stock) or other like change with respect to Company Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time, and (b) shall be reduced to give effect to any inaccuracy of the representations and warranties set forth in Section 3.2 hereof that has the effect of increasing the Fully Diluted Share Number.
Certain Additional Adjustments. (a)(i) In case the Company shall fix a record date for the issuance to all holders of Common Stock of rights, options, warrants, convertible securities or other securities entitling such holders to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) (collectively, "RIGHTS") and the price per share of Common Stock (or the conversion price per share of Common Stock, if a security convertible into shares of Common Stock) to be paid upon exercise or conversion thereof is less than the Current Market Price Per Common Share on such record date, then:
Certain Additional Adjustments. The Deemed Per Share Merger Consideration shall be adjusted to reflect the full effect of any stock split, reverse split, stock dividend (including any dividend or distribution or distribution of securities convertible into Company Common Stock) or other like change with respect to Company Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.
Certain Additional Adjustments. 31 3.9 Estimated Percentage Interests................................ 34 3.10
Certain Additional Adjustments. (a) If any loss, damage, confiscation, or condemnation of any of the TCI Assets or any assets of the Falcon Systems occurs prior to the Closing, and the effect of such loss, damage, confiscation, or condemnation is to reduce the net fair market value of NewFalcon's interest in the Falcon Systems and the TCI Systems after the Closing (taking into account any increase in liabilities and obligations and any reduction in operating cash flow resulting from such loss, damage, confiscation, or condemnation and any insurance, condemnation, or other proceeds received or to be received by NewFalcon or any Falcon Entity as a result of such loss, damage, confiscation, or condemnation) by more than $1,000,000, then this Agreement shall be amended to modify the net fair market values of the applicable assets and partnership interests contributed to FHGLP or NewFalcon pursuant to Section 2.1(a), Section 2.2(a)(1), Section 2.2(a)(2), or Section 2.2(b) solely to take into account such loss, damage, confiscation, or condemnation.
Certain Additional Adjustments. 14 SECTION 2.10. Dissenting Shares................................ 14
