Potential Adjustment Sample Clauses

Potential Adjustment. Each of Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value Per Share, Excluding AOCI may be adjusted by the Committee from time to time following the date of this Agreement to account for the effects of unusual or non-recurring accounting impacts or changes in accounting standards or treatment or any other unusual or extraordinary items as determined by the Committee from time to time.
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Potential Adjustment. Any portion of the Employee's insurance allocations 25 remaining after subtracting the cost of mandatory and medical insurance premiums 26 will be pooled for the sole benefit of other bargaining unit Employees with out-of- 27 pocket medical insurance premium costs. This monthly pool amount will be 28 calculated in October. Each month, each Employee with out-of-pocket costs will 29 be credited with an equal dollar amount of the pool up to the total cost of the 30 Employee's out-of-pocket cost for premiums, or until the pool is exhausted, 31 whichever comes first. 33 If after pooling there remain employees with out of pocket medical insurance costs, 34 the district will provide additional dollars up to the amount of the state retiree 35 subsidy (carve-out).
Sample 1
Potential Adjustment. (i) As promptly as practicable following the Closing Date, and in no event more than 30 days following the Closing Date, the Stockholders shall deliver to USOP a certificate (the "Net Worth Certificate"), signed on behalf of the Company and by the Stockholders setting forth the net worth of the Company as of the Closing Date, determined in the same manner as the Presumed Company Net Worth is determined as set forth in Section 1.2(d) (the "Closing Date Net Worth"). As promptly as practicable following the delivery of the Net Worth Certificate to USOP, USOP shall cause Price Waterhouse LLP to audit the information included in the Net Worth Certificate applying generally accepted accounting principles to determine the accuracy of the Closing Date Net Worth. Following completion of such Price Waterhouse LLP audit, USOP shall deliver a written notice (the "Share Adjustment Notice") to the Stockholders setting forth USOP's determination of the Closing Date Net Worth. Subject to Section 1.2(e)(ii) below, if USOP's determination of the Closing Date Net Worth (the "Audited Net Worth") is less than the Presumed Company Net Worth, then the Aggregate Consideration shall be decreased by the number of shares of USOP Common Stock (the "Adjustment Shares") equal to (I) the Presumed Net Worth less the Audited Net Worth divided by (II) the Effective USOP Share Price (as defined below). For purposes of this Agreement, the "
Sample 1
Potential Adjustment. As promptly as possible following the date of this Agreement, Deloitte & Touche, LLP ("D&T") shall commence and, prior to the Closing Date, complete an audit of the Company's balance sheet at December 31, 1996. This balance sheet shall be presented in accordance with generally accepted accounting principles ("GAAP"), consistently applied, and the net worth of the Company shall be stated therein (the "December 31, 1996 Net Worth"). The December 31, 1996 Net Worth, as adjusted by D&T in connection with the audit shall be referred to as the "Audited Net Worth." In determining the Audited Net Worth, D&T may (I) make reasonable adjustment to or establish reasonable reserves for uncollectible accounts receivable, (II) adjust the book value of the Company's inventory, other assets or liabilities to account for under- or over-valued inventory, other assets or liabilities, as the case may be, and/or (III) make any other adjustments that the auditors deem necessary or appropriate in order to state the Audited Net Worth in accordance with GAAP. Following completion of such audit, the Company shall deliver a written notice to Bristol setting forth the Audited Net Worth. If the Audited Net Worth is less than the Presumed Company Net Worth, then the Aggregate Consideration shall be decreased by the number of shares of Bristol Common Stock equal to (A) the Presumed Net Worth less the Audited Net Worth, times (B) four (4), divided by (C) the Effective Bristol Share Price (the "Adjusted Consideration").
Sample 1
Potential Adjustment. 11.1 If after the Effective Date and the implementation of the IDC Subscription Agreement and prior to the Second Effective Date, Platmin intends:
Sample 1
Potential Adjustment. In the event that Xxxxx Group shall, pursuant to that certain Loan Agreement dated as of November 1, 2007 between the Company and Xxxxx Group elect to receive the Revenue Stream Payment (as defined in such Loan Agreement) in lieu of the Warrant contemplated by such Loan Agreement, or such Warrant is otherwise cancelled, then in such event each holder of Company Common Stock shall be entitled to an additional 0.2848 shares of Parent Common Stock.
Sample 1
Potential Adjustment. Each of Three-Year Adjusted Operating Return on Equity, Three-Year Adjusted Operating Income and Three-Year Book Value Per Share, Excluding AOCI may be adjusted by the Committee from time to time following the date of this Agreement to account for the effects of unusual or non-recurring accounting impacts or changes in accounting standards or treatment or any other unusual or extraordinary items as determined by the Committee from time to time.
Sample 1
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Related to Potential Adjustment

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any [10] consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to [25] basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [25] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • 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.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Rental Adjustment The lesser of (i) 2.00%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Additional Adjustments In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof.

  • CPI Adjustment In this Agreement, “CPI-Adjusted” in reference to an amount means that amount is adjusted under the following formula: N  C  (1 CPIn  CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • 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.

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

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