Completion Adjustments Sample Clauses

Completion Adjustments. 8.1 Where any sums are taken into account in:
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Completion Adjustments. 9.1 The Vendor warrants to each of the Purchaser and (in relation to VDI and Visual Action (NZ)) Panavision that the Net Assets of the Group Companies at Completion comprising only the assets identified in the proforma statement of assets and liabilities in the Agreed Form (after excluding all net bank balances (being cash at bank less all monies owed to banks), liabilities in respect of finance leases and the inter-company balances of the respective Group Companies) all as derived from the Financial Statements to be prepared in accordance with clause 9.2 will be not less than (pound)28,718,000. HIDDEN TEXT
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Completion Adjustments. (A) If the Completion of the Phase II Plan has not occurred (as finally determined pursuant to Section 7(j)) by March 1, 2009 (the “Phase II Deadline”), or by the Extended Phase II Deadline, if applicable pursuant to Section 7(j) hereof, the Phase II Purchase Price shall be reduced by an amount equal to 150% of the Unpaid Cost to Complete the Phase II Plan (such amount, the “Phase II Adjustment”). Phase II Buyer will then assume the Completion of the Phase II Plan within a commercially reasonable time, and the date upon which the Completion of the Phase II Plan is completed shall be the “Phase II Completion Date”. If the sum of (i) the actual cost of Completion of the Phase II Plan (the “Phase II Completion Cost”) plus (ii) a premium equal to (A) if a Seller Financing Requirement has not been met, 5% of the Phase II Completion Cost, or (B) if the Phase II Plan is not completed for any reason other than the failure of a Seller Financing Requirement, 10% of the Phase II Completion Cost (the “Phase II Premium”) is less than amount of the Phase II Adjustment, within five (5) Business Days following the Phase II Completion Date, Phase II Buyer shall pay to Seller an amount equal to the remainder. If the actual cost of Completion of the Phase II Plan plus the Phase II Premium is greater than the Phase II Adjustment (such excess, the “Unrecovered Phase II Costs”), Phase II Buyer shall not be obligated to pay any additional amount to Seller, and such difference shall be deducted from the Phase III Cash Consideration (and in such event, the “
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Completion Adjustments. A Completion Adjustment arises where:
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Completion Adjustments 
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Related to Completion Adjustments

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Merger Consideration Adjustment (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • Annual Compensation Adjustments During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, at least annually, (a) commensurate with increases generally given to other executives of the Company of comparable status and position to the Executive, and (b) as the scope of the Company’s operations or the Executive’s duties expand.

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