RENTAL ADJUSTMENT Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following:
(i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00.
(ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.
Mechanical Adjustments If the Company shall pay a dividend in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.
Supervisory Differential Adjustment The Appointing Officer shall adjust the compensation of a supervisory employee whose compensation grade is set herein subject to the following conditions:
Cost of Living Adjustment For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.
Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.
(b) The securities with respect to which the Option is granted are shares of the $.001 par value common stock of the Corporation as presently constituted, but if and whenever, prior to the delivery by the Corporation of all the shares of the $.001 par value common stock with respect to which the Option is granted, the Corporation shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of such common stock issued and outstanding without receiving compensation therefore in money, services, or property, the number of shares of such common stock then remaining subject to the Option shall (a) in the event of an increase in the number of outstanding shares of such common stock, be proportionately increased, and the cash consideration payable per share of such common stock shall be proportionately reduced; and (b) in the event of a reduction in the number of outstanding shares of such common stock, be proportionately reduced, and the cash consideration payable per share of such common stock shall be proportionately increased.
