Corporate Allocations and Integration Adjustments Sample Clauses

Corporate Allocations and Integration Adjustments. During the Earn-Out Period, the Buyer will procure that no debt push down or overhead allocations of costs and expenses are made from the Buyer to the Group Companies, including but not limited to any costs of integration, any increases of the net effects of value added tax of the Group Companies, any costs or expenses resulting from the fact that the Group Companies become part of Dollar group, including without limitation such costs and expenses relating to accounting, reporting or any other type of filings or notifications to an Applicable Authority resulting from the ultimate parent, Dollar Financial Group, Inc., being incorporated under the laws of New York, the US, or being a listed company on the Nasdaq Stock Market. Notwithstanding the above, the following overhead allocations of costs and expenses shall be permissible: (i) director supervisory, consulting or management costs incurred by the Buyer for managing the business of the Group Companies and (ii) services or resources which are provided by the Buyer or its Affiliates, on the basis of, with respect to both (i) and (ii) above, such services or resources being required by and cost efficient for the Group Companies, including but not limited to such services of the Human Resources, Legal, Accounting, Finance, Treasury and Operations and IT departments and being provided with the objective of maximizing the PBT during the Earn-Out Period and in the best interest of the Included Business as a going concern. Any services provided by the Buyer in accordance with the preceding sentence shall be provided on terms that are arms-length and shall be invoiced on a timely basis to the Company based on actual and documented services rendered to the Group Company based on the actual and documented services rendered to the Group Companies and will to the extent relating to the Included Business be included in the calculation of the PBT. The Buyer shall procure that the Group Companies provide a summary of any services provided under (i) or (ii) above to the board of directors of the Company as part of Group’s normal reporting practices. Any other corporate cost allocations, including without limitation to management fees that deviates from what is set out above, made to or paid by the Group Companies, shall be excluded from the calculation of the PBT.
Sample 1
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Related to Corporate Allocations and Integration Adjustments

  • 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.

  • 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.

  • 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.

  • 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:

  • Anti-Dilution Adjustments; Distributions; Other Events The Exercise Price and the number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as provided in this Section 6. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded up or down to the nearest one hundredth of a cent.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • 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.

  • 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 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.

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