Ownership Adjustment Clause Samples

Ownership Adjustment. If an Event of Default has occurred under Section 16.01(a), then, without limiting any other rights that the non-defaulting Parties might have, to the extent such Event of Default has not otherwise been satisfied in full upon the exercise by the non-defaulting Party of its rights under Section 16.02(g), a non-defaulting Party may, after the Acquisition Closing, upon written notice to the Parties delivered while such Event of Default remains outstanding, cause a reduction in the defaulting Party’s Ownership Percentage within fifteen (15) days after receipt of such notice and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, such that the defaulting Party’s Ownership Percentage equals a ratio (i) the numerator of which is equal to the portion of the Total Costs paid by the defaulting Party and (ii) the denominator of which equals the Total Costs, and the defaulting Party shall Transfer the portion of its Ownership Interest corresponding to its excess above its revised Ownership Percentage to each non-defaulting Party free and clear of any Liens other than Permitted Liens. Thereafter, each Party’s Capacity Entitlement shall automatically and proportionately increase or decrease, as applicable, with such Party’s increase or decrease of Ownership Interest. The defaulting Party shall execute and Transmission Use and Capacity Exchange Agreement record any bills of sale, deeds, certificates or other documentation as reasonably requested by any non-defaulting Party to evidence the re-allocation of such interests. The defaulting Party shall make Applicable Transfer Representations and Warranties in connection with such Transfer.
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Ownership Adjustment. (a) If the 2006 Net Earnings are less than the Anticipated 2006 Net Earnings, the final aggregate Ownership of the Investors in the Company after the adjustment is made pursuant to this Section 2.5, if any (the "FINAL OWNERSHIP"), shall remain unchanged as the Initial Ownership of the Investors in the Company. (b) If the 2006 Net Earnings are equal to or more than the Anticipated 2006 Net Earnings: (i) In the event (A) the Actual Growth Rate is less than 25% and (B) a Qualified IPO of the Company has not been completed prior to December 31, 2007, the Final Ownership of the Investors shall remain unchanged as the Initial Ownership of the Investors in the Company. (ii) In the event (A) the Actual Growth Rate is more than 25% but less than the Anticipated Growth Rate and (B) a Qualified IPO of the Company has not been completed prior to December 31, 2007, the Final Ownership of the Investors shall be adjusted in accordance with the following formula within twenty (20) Business Days following the issue of the 2007 Audited Income Statement: FO=SP / AV1 The adjustment of the Final Ownership as contemplated herein shall be effected by adjusting the Conversion Rate (as defined in the Articles of Association) of the Series A Preferred Shares in accordance with the following formula within twenty (20) Business Days following the issue of the 2007 Audited Income Statement: CR1=TP x (AV1-SP) / (SP x OS) For purposes of this Section 2.5(b)(ii), (1) FO shall mean the Final Ownership, as adjusted pursuant to this Section 2.5; (2) SP shall mean the Subscription Price paid by the Investors at Closing; (3) AV1 shall mean the adjusted valuation of the Company, which shall be the lesser of US$120,000,000 or the product of (X) the sum of 6 times of the 2006 Net Earnings and 6 times of the 2007 Net Earnings divided by (Y) 2.5; (4) OS shall mean the total number of Ordinary Shares held by the Ordinary Shareholders at Closing; (5) TP shall mean the total number of Series A Preferred Shares held by the Series A Preferred Shareholders at Closing; and (6) CR1 shall mean the effective Conversion Rate of the Series A Preferred Shares at which the Series A Preferred Shares are converted into Ordinary Shares. Not withstanding anything contained herein to the contrary, in the event AV1 as determined hereof is less than US$90,000,000, the Final Ownership of the Investors shall remain unchanged as the Initial Ownership of the Investors in the Company, and the Conversion Rate of the Series ...
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Ownership Adjustment. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF COMPANY, BVI SUBSIDIARY, PRC SUBSIDIARY AND ORDINARY SHAREHOLDERS........................................................................... 12 3.1 Corporate Organization, Existence and Power............................................ 12 3.2 Corporate Authorization; No Conflicts.................................................. 12
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Ownership Adjustment. (a) As soon as practicable following the Closing Date, the Parties shall cause audited financial statements of the Company as of and for the year ended December 31, 2006 to be prepared in accordance with the generally accepted accounting principles of the United States ("US GAAP") and audited by one of Deloitte Touche Tohmatsu, Ernst & Young, KPMG or PricewaterhouseCoopers (collectively, the "Big Four Accounting Firms") (the "2006 Audited Financial Statements"). The 2006 Audited Financial Statements shall be delivered to the Purchasers in draft form and the Purchasers shall have an opportunity to review and comment on the draft prior to its finalization. Any comments provided by the Purchasers shall be considered in good faith by the Company. The final 2006 Audited Financial Statements shall be promptly delivered to the Parties when such final 2006 Audited Financial Statements become available. The cost of preparation of the 2006 Audited Financial Statements and of such audit shall be borne by the Company. (b) If the Company's consolidated net income for the year ended December 31, 2006 as set forth in the 2006 Audited Financial Statements, excluding the effect of (i) extraordinary recurring gains and losses, and (ii) share-based compensation charges, if any (the "2006 Reference Earnings"), is less than US$32,000,000 (the "2006 Expected Earnings"), the Per New Share Purchase Price shall be adjusted downward, such that the Per New Share Purchase Price following such adjustment shall be equal to (i) the Per New Share Purchase Price, multiplied by (ii) a fraction, the numerator of which shall be the 2006 Reference Earnings, and the denominator of which shall be the 2006 Expected Earnings. If the 2006 Reference Earnings are less than the 2006 Expected Earnings, the Company shall, within 10 days of the delivery of the 2006 Audited Financial Statements, pay to the Purchasers the adjustment amounts resulting from the adjustment specified in the preceding sentence in the form of a wire transfer of immediately available funds. If the final 2006 Audited Financial Statements are not available within 30 days after the Closing Date, the Company shall promptly deliver to the Purchasers an updated draft of the 2006 Audited Financial Statements, and the Purchasers shall be entitled to an interim adjustment to the Per New Share Purchase Price in accordance with the formula provided above and such updated draft, provided that when and if the final 2006 Audited Financial Sta...
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Ownership Adjustment. In the event that the NVE Parties’ Ownership Percentages increase or decrease in accordance with this Agreement, then, after GB Segment COD and upon the written request of a Party, unless the Parties agree in writing otherwise in their respective sole discretion, the NVE Parties shall release a portion of the ON Line Security Interest pursuant to documentation reasonably satisfactory to Great Basin and the ON Line Lenders, or Great Basin shall grant the NVE Parties an increase in the ON Line Security Interest, in either case, so that the ON Line Security Interest shall provide the NVE Parties with (i) either (A) a security interest in all of Great Basin’s right, title and interest in, to and under ON Line, provided that the amount that may be realized with respect to such security interest shall not exceed an amount equal to the product of (1) the positive difference between (x) the Final NVE Capacity Entitlement (expressed as a percentage) minus (y) the NVE Parties’ aggregate Ownership Percentages and (2) the Anticipated Investment in ON Line or (B) if Great Basin has made the Transfer contemplated by Section 15.03(f)(i) or such security interest can be granted under Applicable Law without such transfer and the NVE Parties consent in writing, a Transmission Use and Capacity Exchange Agreement security interest in a percentage of all right, title and interest in, to and under ON Line equal to (1) the positive difference between (x) the Final NVE Capacity Entitlement (expressed as a percentage) minus (y) the NVE Parties’ aggregate Ownership Percentages and (ii) all right, title and interest of Great Basin in, to and under the Fiber Optic Capacity and Microwave Capacity for ON Line (which shall initially constitute a seventy-five percent (75%) interest).
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Related to Ownership Adjustment

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • 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:

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • ECONOMIC ADJUSTMENT Beginning twelve (12) months after the effective date of this Contract and for every annual anniversary thereafter, the prices set forth in Exhibit B – Prices for Equipment Rental shall be adjusted, based upon the percent changes (whether up or down) in the United States Department of Labor, Bureau of Labor and Statistics (BLS) indices described below, for the most recent year. Economic adjustment shall lag one (1) calendar quarter past the Contract commencement date to allow for publication of BLS data. All calculations for the index shall be based upon the latest version of data published as of the most recent quarter. Prices shall be adjusted on the quarter following the price adjustment. Price adjustments will be made in accordance with the percentage change in the United States Department of Labor, Bureau of Labor and Statistics (BLS) Producer Price Index (PPI), for Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing Industry, NAICS 532412, issued for the prior 12 months of each contract term. The percentage difference in the PPI for the prior 12 months will determine the maximum allowable adjustment of original contract prices. No retroactive contract price adjustments shall be allowed. If an index is recoded (i.e., the recoded index is a direct substitute for the prior index according to the BLS), this Contract will use the recoded index, as applicable. If an index becomes unavailable, Enterprise Services shall substitute a proxy index. If there is not a direct substitute, the next higher aggregate index available will be used. The economic adjustment shall be calculated as follows: New Price = Old Price x (Current Period Index/Base Period Index). Contractor shall not make contract extensions contingent on price adjustments.