Reserves and Adjustments Sample Clauses

Reserves and Adjustments. (a) The Company covenants and agrees that so long as this Debenture is outstanding it will at all times reserve out of its unissued share capital against the conversion rights conferred on the holder of such Debenture a sufficient number of unissued Shares to entitle all of the principal sum and accrued interest outstanding under such Debenture outstanding to be converted upon the basis and upon the terms and conditions provided for in this Debenture.
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Reserves and Adjustments. Notwithstanding any other provision of this Agreement to the contrary, the Agent acting reasonably shall have the right from time to time to establish reserves, and to adjust the amount of any existing reserve, against the amount which SunOpta and/or SunOpta Food Group may otherwise request under any Credit Facility. Such reserves shall be in such amounts and with respect to such matters as the Agent shall deem necessary or appropriate, including, without limitation, reserves in respect of dilution, reserves in respect of shortfalls in fixed asset and real property lending values and reserves in respect of amounts owing by any Obligor to holders of Liens that may have priority over the Liens of the Agent and/or the Lenders (regardless of whether such third party Liens are permitted hereunder). Without limiting the foregoing, the Borrowers acknowledge that, in addition to any other reserves that the Agent may establish on the date hereof or at any time and from time to time hereafter, and without limiting the right of the Agent to adjust the amount of any particular reserve, the Agent has established an ongoing availability block in respect of Facility B in a fluctuating amount at all times equal to the positive difference (if any) obtained between (i) US$17,000,000 minus (ii) an amount in US Dollars equal to 85% of the Net Orderly Liquidation Value of Eligible Equipment, which such availability block the Agent may continue to apply, adjust or remove in its discretion. As of the Closing Date, such availability block in respect of Facility B is US$6,852,000. The amount of such reserves shall be subtracted from the Facility A Borrowing Base, the Facility B Borrowing Base, the Facility C Borrowing Base and/or the Facility D Borrowing Base, as applicable, when calculating the amount of availability under each relevant Credit Facility. Additionally, the Agent may from time to time reduce the percentages applicable to Eligible Accounts Receivable, Eligible Inventory, Eligible Equipment and relevant real estate subject to a Mortgage as they relate to the Facility A Borrowing Base, the Facility B Borrowing Base, the Facility C Borrowing Base and/or the Facility D Borrowing Base, as applicable, or establish reserves against the amount of each relevant Credit Facility which the Borrower may otherwise request hereunder in such amounts, and with respect to such matters, as the Agent shall deem necessary or appropriate based, if and to the extent so required by the Agen...
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Reserves and Adjustments. The Board shall establish and maintain a reasonable reserve for contingencies and replacements. Any extraordinary or non- recurring Common Expense not set forth in the annual budget as adopted, and any increase in assessments over the amount adopted shall be separately assessed against all Unit Owners. Any such separate assessment shall be subject to approval by the affirmative vote of at least two thirds (2/3) of the Unit Owners voting at a meeting of such Unit Owners duly called for the purpose of approving the assessment if it involves proposed expenditures resulting in a total payment assessed to a Unit Owner equal to or greater than ten (10) times the Unit's most recent Common Expense assessment calculated on a monthly basis or Seven Hundred Dollars ($ 700) whichever is less. All Unit Owners shall be personally liable for and obligated to pay their respective adjusted monthly amount.
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Reserves and Adjustments. The Borrowing Base shall be determined by Collateral Agent based on the most recent Borrowing Base Certificate delivered to Collateral Agent in accordance with this Agreement and such other information as may be available to Collateral Agent. Without limiting any other rights and remedies of Collateral Agent hereunder or under the other Loan Documents, the Revolving Advances shall be subject to Collateral Agent’s continuing right to implement Reserves, and to increase and decrease such Reserves from time to time, if and to the extent that in Collateral Agent’s reasonable discretion such Reserves are necessary.
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Reserves and Adjustments. Administrative Agent shall implement the following reserves and/or adjustments:
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Related to Reserves and Adjustments

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date, except as otherwise specified:

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • 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:

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company 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 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 Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to 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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Capital Adjustments and Corporate Events If, from time to time during the term of this Agreement, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, the Unvested Shares shall be adjusted in accordance with the provisions of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Unvested Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and included thereafter as “Unvested Awarded Shares” for purposes of this Agreement.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • 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.

  • Equitable Adjustments (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made--

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