DOWNWARD ADJUSTMENTS TO MAXIMUM REQUEST Sample Clauses

DOWNWARD ADJUSTMENTS TO MAXIMUM REQUEST. The Maximum Request shall be subject to downward adjustment(s) by Immunex and Wyeth by no more than [*] percent ([*]%) per step (except as provided below), and shall, unless otherwise agreed by BIP, in no case result in less than [*] ([*]) kg of Bulk Drug Substance as the Maximum Request as follows: (1) by [*] year after First Commercial Sale; (2) by [*] year after First Commercial Sale; and (3) [*]. Notwithstanding the foregoing, to the extent that the BIP production capacity idled as a result of any Immunex and Wyeth downward adjustment in the Maximum Request under this Section 5.1(b) will be utilized by BIP generally and for a sufficiently long period to manufacture one or more biological products of Immunex, Wyeth, BIP, any of their Affiliates or any Third Parties within the general time period corresponding to the effective date of such downward adjustment to the Maximum Request under Section 5.1(c) below, then the [*] percent ([*]%) per step limitation provided above may be increased. In such event, BIP shall provide Immunex and Wyeth with notice of the amount of any potential percentage increase to the [*] percent ([*]%) limit on downward adjustments in the Maximum Request that are available to Immunex and Wyeth with respect to their most recently exercised downward adjustment in the Maximum Request, such percentage increase to generally be proportional to the amount of such idle BIP production capacity that will be utilized as set forth above. Upon request by Immunex and Wyeth, BIP shall provide Immunex and Wyeth with accurate and complete information such as is necessary for the calculation of any potential increase in such downward adjustment in the Maximum Request, provided that BIP shall have no obligation to identify the Third Parties whose products are being manufactured by BIP, or to identify the products themselves. The Parties shall negotiate in good faith on a case-by-case basis any potential percentage increase to the downward adjustment in the Maximum Request hereunder. After the completion of such negotiations, Immunex and Wyeth shall promptly and in any event within [*] ([*]) days provide BIP written notice regarding whether and the extent to which Immunex and Wyeth have elected to take advantage of any such percentage increase by making a further downward adjustment to the Maximum Request.
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Related to DOWNWARD ADJUSTMENTS TO MAXIMUM REQUEST

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

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

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option 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:

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Multiple Adjustments For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 11 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder; provided, however, that if more than one subsection of this Section 11 is applicable to a single event, the subsection shall be applied that produces the largest adjustment.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • When Adjustments to Be Made The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not previously made adds or subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is exercisable immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

  • Purchase Price Credit Adjustments If on any day:

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

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