Effect of Adjustments Clause Samples
The "Effect of Adjustments" clause defines how changes or modifications to certain terms, such as pricing, quantities, or deliverables, impact the overall agreement. In practice, this clause outlines the procedures for implementing adjustments, specifying which party is responsible for making changes and how those changes are documented or communicated. Its core function is to ensure that any alterations to the contract are handled transparently and consistently, thereby preventing disputes and maintaining clarity between the parties.
Effect of Adjustments. Unless the Company shall have exercised its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a Preferred Share (calculated to the nearest one-hundred thousandth of a Preferred Share) obtained by (i) multiplying (x) the number of one one-hundredths of a Preferred Share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.
Effect of Adjustments. Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter include the right to purchase, at the adjusted Purchase Price, that number of shares (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of shares covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.
Effect of Adjustments. Unless the Company shall have exercised its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted
Effect of Adjustments. On the happening of each and every such event set out in clause 5, the applicable provisions of this promissory note, including the Conversion Price, shall, ipso facto, be deemed to be amended accordingly and the Maker shall take all necessary action so as to comply with such provisions as so amended.
Effect of Adjustments. Any Loss for which a Party would otherwise be obligated to provide indemnification hereunder will be offset to the extent (but only to the extent) such Loss is reflected in the adjustments to the Total Final Merger Consideration under Article 1. Except to the extent expressly agreed otherwise (but subject to the preceding sentence), resolution of the matters in Article 1 is for such purpose only and will not waive or otherwise limit any representation, warranty, covenant or agreement herein nor preclude any remedy or other right hereunder for any breach of any representation, warranty, covenant or agreement herein.
Effect of Adjustments. All amounts paid by the Partners or the --------------------- Purchaser pursuant to this Section 2.09 shall constitute adjustments to the consideration paid in the Merger.
Effect of Adjustments. Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(a)(i), 11(b) and 11(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths of a share of Preferred Stock (calculated to the nearest one ten-millionth of a share of Preferred Stock) obtained by (i) multiplying the number of one one-thousandths of a share of Preferred Stock covered by a Right immediately prior to adjustment pursuant to this Section 11(g) by the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.
Effect of Adjustments. Notwithstanding any other provision of this Section 3, for the avoidance of doubt, for the purposes of determining the amount of the Seller's liability under Section 1(a), if there is an adjustment made with respect to any Tax (including without limitation any disclaimer or failure to claim capital allowances in the United Kingdom) for which the Seller is liable under Section 1(a), there shall not be taken into account any resulting or corresponding increase in (i) the Tax basis of any asset or property (or, in the case of a disclaimer or failure to claim capital allowances, the amount of any qualifying expenditure) that is or may be taken into account in any Post-Closing Tax Period or (ii) any Tax deduction or Tax credit (other than a credit for Taxes paid that is described in Section 3(a)) that is or may be taken into account in any Post-Closing Tax Period.
Effect of Adjustments. 36 5.7. Adjustment of Number of Rights in Lieu of Purchase Price . . . . . . . . . . . . . . . . 36 5.8. Taxable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 5.9. Restrictions on Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 VI. RIGHTS HOLDERS --------------
Effect of Adjustments. 15 11.9 Adjustment in Number of Rights..................................15 11.10 Right Certificates Unchanged....................................15 -i- TABLE OF CONTENTS (continued) Page 11.11 Par Value Limitations...........................................15 11.12 Deferred Issuance...............................................16