Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to the targets set forth in paragraph (a) above to exclude the effects of acquisitions or divestitures of businesses, or asset acquisitions or dispositions outside the ordinary course of business (including costs to restructure or integrate the newly acquired business or assets); labor union actions; effects of changes in tax laws; effects of changes in accounting principles; costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or a merger, consolidation, acquisition of property or shares, separation, spin off, reorganization, stock rights offering, liquidation, or similar event affecting the Company or any of its Subsidiaries.
Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to eliminate the impact of the following items (whether or not they are adjustments from Consolidated EBITDA under the New Credit Facility): • the effects of divestitures of businesses, or asset dispositions outside the ordinary course of business (in each case including related restructuring costs); • labor union actions, and costs outside the ordinary course of business associated with multiemployer pension plans; • costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or • a separation, spin off, reorganization, liquidation, or similar corporate restructuring event affecting the Company or any of its subsidiaries and disclosed in the Company’s filings with the Securities and Exchange Commission. However, in connection with any acquisitions of businesses the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA for the acquired business. The Adjusted EBITDA adjustment will be in the same amount as the Adjusted EBITDA included in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board of Directors (the “Board”) for its review and approval of the acquisition prior to signing the definitive agreement for the acquisition (the “Reviewed Forecast”). In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the acquisition. In addition, in connection with any joint ventures, (i) to address the impact from changes resulting from changes in accounting for joint ventures (for example, consolidating a joint venture that was not previously consolidated) and changes in the level of ownership of an existing joint venture, the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA resulting from the changes in accounting and changes in level of ownership set forth in a forecast prepared by management and reviewed and approved by the Audit Committee of the Board. In addition, in connection with any sales to or other acquisitions of assets by joint ventures from the Company or its subsidiaries the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decre...
Mandatory Adjustments. The number and kind of securities purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:
Mandatory Adjustments. The Warrant Securities shall be subject to adjustment as follows:
Mandatory Adjustments. The Exercise Price shall be subject to adjustment as follows:
Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to the targets set forth in paragraph A above to exclude: the effects of acquisitions or divestitures of businesses, or asset acquisitions or dispositions outside the ordinary course of business (in each case including costs to restructure or integrate the newly acquired business or assets); labor union actions; effects of changes in tax laws; effects of changes in accounting principles; costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or a merger, consolidation, acquisition of property or shares, separation, spin off, reorganization, stock rights offering, liquidation, or similar event affecting the Company or any of its Subsidiaries. App. A Appendix B Competitive Enterprises of the Company and its Affiliates Ace XX Xxxxx Xxxxxx Xxxxxx Sleep Xxxx Carpe Xxxx Xxxxxxxxx Carolina Mattress Cauval Group Chaide & Chaide Classic Sleep Products Comforpedic Comfort Solutions COFEL group De Xxxxx Xxxxxxx Doremo Octaspring Dorelan Dunlopillo Duxiana Eastborne Eminflex Englander Flex Group of Companies Foamex France Bed Future Foam Harrisons Hastens Xxxxxxx Xxxxxx Group Hypnos IBC KayMed King Koil Kingsdown Lady Americana Land and Sky Xxxxxxx & Xxxxx Lo Monaco Magniflex Xxxxxxx App. B Xxxxx Optimo Ortobom Natura Natures Rest Park Place Permaflex Pikolin Group Recticel Group Relyon Restonic Xxxxx Xxxx Sapsa Bedding Select Comfort Serta and any direct or indirect parent company Silentnight Xxxxxxx Company/Beautyrest and any direct or indirect parent company Sleepmaker Spring Air Xxxxxxxx Swiss Comfort Swiss Sense Therapedic RETAILERS Xxxxxx Innovative Mattress Solutions Mattress Firm Sleepy’s Wayfair
Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to the targets set forth in paragraph (a) above to exclude the effects of acquisitions or divestitures of businesses, or asset acquisitions or dispositions outside the ordinary course of business (including costs to restructure or integrate the newly acquired business or assets); labor union actions; effects of changes in tax laws; effects of changes in accounting principles; costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or a merger, consolidation, acquisition of property or shares, separation, spin off, reorganization, stock rights offering, liquidation, or similar event affecting the Company or any of its Subsidiaries. Exhibit C TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2017 Performance Restricted Stock Unit Award Agreement H. Xxxxxxxx Xxxxxx, III This 2017 Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of September 5, 2017, is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below (the “Grantee”). Grantee: H. Xxxxxxxx Xxxxxx, III Number of Target Shares in Award: 100,000 Date of Award: September 5, 2017 Designated Periods: Any four consecutive fiscal quarters ending between (and including) March 31, 2018 and December 31, 2019 (the “First Designated Period”).Any four consecutive fiscal quarters ending between (and including) March 31, 2020 and December 31, 2020 (the “Second Designated Period”, and together with the First Designated Period, the “Designated Periods”). Any such four consecutive fiscal quarter period is sometimes referred to as a “Four Quarter Period”.
Mandatory Adjustments. 17 (c) Adjustments for Franchise Cancellations........................................................17 (d) Pre-approvals..................................................................................18 2.11. Sale of Hotel Properties................................................................................18 2.12. Fees....................................................................................................18 (a) Commitment Fee.................................................................................18 (b) Agent's Fee....................................................................................18
Mandatory Adjustments. In the event that at any time during the term hereof the LTV Ratio exceeds The Borrowing Base of thirty three percent (33%), Borrower shall within thirty (30) days following notification from Bank: (i) prepay such amount of the Loans as may be necessary to reduce said ratio on the date of payment to thirty three percent (33%) or less, or (ii) pledge additional collateral acceptable to Bank with an appraised value sufficient to reduce the LTV Ratio to thirty three percent (33%) or less.
Mandatory Adjustments. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Board shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Board may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Board determines to be equitable. Notwithstanding the foregoing, the Board shall not make any adjustments to outstanding Options that would constitute a modification or substitution of the stock right under Treas. Reg. Section 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Board, be adjusted proportionately without any change in the aggregate purchase price therefor.
