Potential Adjustments Sample Clauses

Potential Adjustments. Each of Average XXX and BVPS Growth 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.
Sample 1Sample 2
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Potential Adjustments. Executive is aware that the Corporation is engaged in discussions with a number of third parties which could result in a significant corporate transaction such as (for illustrative purposes only) a restructuring, a sale of equity securities, an issuance of debt securities, a joint venture, or a combination of the foregoing. It is the intent of the Corporation that the economic benefit of the Equity-Based Compensation to the Executive be maintained. Accordingly, in the event such a significant corporate transaction occurs during the twelve (12) month period commencing on the Effective Date, and subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Corporation’s determination that any proposed action would not result in any option held by Executive becoming a variable price option, the Corporation will make such adjustments to the Equity-Based Compensation (and/or grant a new option and/or other equity-based incentives) as are appropriate and reasonably achievable to maintain the demonstrable economic benefit of the Equity-Based Compensation to the Executive prior to any such transaction.
Sample 1
Potential Adjustments. Subject to Section 7.1(e), if the --------------------- Market Price on the first, second or third anniversary of the Closing is lower than $2.60, $4.00 or $4.00, respectively, the Company shall issue to each of the Investors that number of shares of Common Stock at such Market Price equal in value to the difference between such Market Price and $2.60, $4.00 and $4.00, respectively, multiplied by the number of Shares originally acquired by such Investor hereunder. For so long as an Investor owns 65% or more of the Shares originally acquired by such Investor hereunder, which holdings shall be confirmed in writing by the Investor in the form attached as Schedule 7.1, such ------------ Investor shall be entitled to the full benefit of the adjustment required by this Section 7.1(a). In the event an Investor on any anniversary date then owns less than 65% of the Shares acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares then owned by such Investor (i.e., the multiplier shall be only that number of Shares as the Investor still owns). The term "Shares" as used in this Agreement shall include shares issued to the Investors pursuant to this Section 7.1.
Sample 1

Related to Potential Adjustments

  • 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 “20%.” 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 Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.

  • 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 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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