Downward Acceleration Exchange Adjustment Sample Clauses

Downward Acceleration Exchange Adjustment. Upon the delivery of the Acceleration Exchange Adjustment Statement, if a Downward Acceleration Exchange Adjustment Amount exists, SSG shall (i) retain for SSG’s account from the Holdback an amount equal to the Downward Acceleration Exchange Adjustment Amount (together with all dividends, distributions and other income with respect to the relevant unissued Consideration Units) (the remaining Holdback after such deduction, the “Adjusted Holdback”), and (ii) following the completion of step (i), promptly release the Adjusted Holdback, if any, to each Participating Seller in proportion to such Participating Seller’s Participation Percentage for such Acceleration Exchange, in each case net of any Downward Adjustment for such Participating Seller carried forward pursuant to Section 1.5(c).
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Downward Acceleration Exchange Adjustment. If a Downward Acceleration Exchange Adjustment Amount exists, SSG shall (i) retain for the account of STEP or SSG from the Holdback an amount equal to the Downward Acceleration Exchange Adjustment Amount (together with all dividends, distributions and other income with respect to the relevant unissued Consideration Securities) (the Holdback after such deduction, the “Adjusted Holdback”), and (ii) following the completion of step (i), promptly release the Adjusted Holdback, if any, to the Seller net of any Downward Adjustment carried forward pursuant to Section 1.5(c).
Sample 1

Related to Downward Acceleration Exchange Adjustment

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Downward Adjustments The Purchase Price shall be adjusted downward by the following:

  • Performance Adjustment Rate Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%. For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will be based on the performance of the retail class. The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months. The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

  • 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;

  • Upward Adjustments The Purchase Price shall be adjusted upward by the following:

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • 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:

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

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