Proration Adjustment Sample Clauses

Proration Adjustment. (a) As of 12:01 a.m. local time on the Closing Date, all operating income (meaning all operating revenues less all operating expenses as such amounts are calculated in compliance with GAAP applied in each case in a manner consistent with the preparation of the Transferring Party’s financial statements previously furnished to the Recipient Party) for each Station will be adjusted and allocated, in each case between the Transferring Party and the Recipient Party, and an adjustment will be made as provided in this Section to the extent necessary to reflect the principle that all operating revenue and operating expenses attributable to the operation of each Station on or before the date preceding the Closing Date will be for the account of the corresponding Transferring Party, and all operating revenue and operating expenses attributable to the operation of each Station on and after the Closing Date will be for the account of the corresponding Recipient Party. This Section 2.7 will only apply to the extent the applicable proration or adjustment is not addressed by the provisions included in Section 4.5 of the Chicago TBA in the case of WLUP, or Section 4.5 of the Phoenix TBA in the case of the Emmis Stations. The net adjustment amount determined in accordance with this Section with respect to the Emmis Stations, and the separate net amount determined in accordance with this Section with respect to WLUP, are each referred to as an “Adjustment Amount”. Notwithstanding the foregoing, (i) the monthly fixed fee or personnel service payments required to be paid under either TBA, and (ii) depreciation of property, plant and equipment, amortization of definite-lived intangibles, and impairment charges, if any, relating to goodwill and FCC licenses, will not be taken into account in determining the Adjustment Amount with respect to any Station.
Sample 1
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Proration Adjustment. In the event that the sum of the BD Cash Consideration and the BTI Consideration exceeds the Cash Purchase Price, the BTI Consideration will be reduced by such amount. If the sum of the BD Cash Consideration and the BTI Consideration (after such adjustment) equals the Cash Purchase Price, the entire purchase price for each of the Equity of ADV LLC, SCB Australia and of SCB United Kingdom and the Purchased Investments, respectively, will be paid in Buyer Units. In such case, the Buyer Units remaining after the determination of the BD Units Consideration shall be allocated among the purchase prices of the Equity of ADV LLC, SCB Australia and SCB United Kingdom and the Purchased Investments, respectively, in proportion to their relative fair market values determined by the Appraisal. If the Cash Purchase Price exceeds the sum of the BD Cash Consideration and BTI Consideration, such excess cash shall be allocated among the purchase prices of the Equity of ADV LLC, SCB Australia, SCB United Kingdom and the Purchased Investments, respectively, in proportion to their relative fair market values determined by the Appraisal; and the remainder of such purchase prices shall be paid with the Buyer Units remaining after the payment of BD Units Consideration, in proportion to relative fair market values determined by the Appraisal. Solely for purposes of Sections 2.05(b), 2.05(f) and 2.05(g), each Unit shall be assigned the value set forth in Section 2.05(f) of the Disclosure Letter. If necessary, Buyer shall round the number of Units contained in each purchase price up or down to the nearest whole numbers, in such a manner that all Buyer Units received pursuant to Sections 2.05(b), 2.05(d) and 2.05(e) will equal the Units Purchase Price.
Sample 1
Proration Adjustment. No fewer than three (3) Business Days prior to the Closing, the Parties shall prorate and apportion, on a per diem basis, as of the close of business the day before the Effective Time, the real and personal property taxes and assessments for the Business Assets, based upon the last available tax statement, amounts owing for utilities and similar expenses, and amounts owed under any capital leases that are Assumed Contracts (collectively, the “Proration Amount”). The Purchase Price and the Closing Payment shall be increased or decreased, as the case may be, by the Proration Amount, and such adjustments shall be reflected on the Settlement Statement.
Sample 1
Proration Adjustment. After receipt of final Taxes, Utility Charges and other bills, Buyer shall prepare and present to Seller a calculation of the proration of such Taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The Parties shall make the appropriate adjusting payment between them within 30 days after presentment by Buyer to Seller of Buyer's calculation and supporting documentation which Buyer shall provide. This provision shall survive six (6) months after Closing.
Sample 1
Proration Adjustment. (a) All operating revenue and operating expenses of the Emmis Stations shall be adjusted and allocated, and all operating revenue and operating expenses of KZLA shall be adjusted and allocated, in each case between the Transferring Party and the Recipient Party, and an adjustment shall be made as provided in this Section to the extent necessary to reflect the principle that all such revenue and expenses attributable to the operation of the Emmis Stations or KZLA on or before the date preceding the Closing Date shall be for the account of the corresponding Transferring Party, and all such revenue and expenses attributable to the operation of the Emmis Stations or KZLA on and after the Closing Date shall be for the account of the corresponding Recipient Party. As to KZLA, this Section 2.7 shall only apply to the extent the applicable proration or adjustment is not addressed by the provisions included in Section 4.5 of the TBA. The net adjustment amount determined in accordance with this Section with respect to the Emmis Stations, and the separate net amount determined in accordance with this Section with respect to KZLA, is each referred to as an "Adjustment Amount". Notwithstanding the foregoing, the operating revenue to which the Emmis Entities are entitled under the TBA, and the operating expenses required to be paid by the Emmis Entities under the TBA, shall not be taken into account in determining the Adjustment Amount with respect to KZLA. Similarly, the monthly fixed fee payments to be paid to Bonneville International by the Emmis Entities under the TBA shall not be taken into account in determining the Adjustment Amount with respect to KZLA.
Sample 1
Proration Adjustment 
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Related to Proration Adjustment

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Merger Consideration Adjustment (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • Dilution Adjustment Provisions Sections 5.05(A)(i), (ii), (iii), (iv) and (v) and Section 5.05(H) of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Common Stock Change Event” in Section 5.08(A) of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation and/or will either not be the Issuer or not be a wholly-owned subsidiary of Issuer whose obligations hereunder are fully and unconditionally guaranteed by Issuer following such Merger Event, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Annual Compensation Adjustments During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, at least annually, (a) commensurate with increases generally given to other executives of the Company of comparable status and position to the Executive, and (b) as the scope of the Company’s operations or the Executive’s duties expand.

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