Rights-to-Receive Adjustment Sample Clauses

Rights-to-Receive Adjustment. The Seller represents, warrants and covenants to Transmedia that the balance sheet of the Seller as of the end of the calendar month immediately preceding the Closing Date, and the related statements of income and stockholders' equity and cash flow (the "Closing Date Balance Sheet") to be delivered pursuant to Section 6.1(d) shall reflect contractual rights-to-receive which have been purchased by the Seller from restaurants which are members of the TRANSMEDIA network, currently accept the TRANSMEDIA card, are then currently in operation and for which no bankruptcy or liquidation proceedings (whether voluntary or involuntary) have been commenced or, to the knowledge of the Seller, have been threatened to be commenced, in either case prior to or on the Closing Date. The Seller and Transmedia acknowledge and agree that Transmedia, though having completed some due diligence, will not have completed its due diligence with respect to the Rights-to-Receive prior to the Closing Date. No later than twenty (20) Business Days following the Closing Date, Transmedia shall complete such due diligence. Upon the completion of the due diligence with respect to the rights-to-receive and the calculation of the Rights-to-Receive Amount, Transmedia shall provide the Seller with a calculation indicating the valuation and aging of all Rights-to-Receive as of the Closing Date (the "Data Sheet"). If Transmedia determines that the value of the Rights-to-Receive Amount is less than $1,850,000.00, effective as of the Closing, the principal amount of the Payment Note having a term of two years shall be reduced by the full amount of the shortfall in the Rights-to-Receive Amount. If Transmedia determines that the Rights-to-Receive Amount is greater than $1,850,000.00, effective as of the Closing, the principal amount of the Payment Note having a term of two years shall be increased by the full amount of such difference.
Sample 1
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Related to Rights-to-Receive Adjustment

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • 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:

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • Successive Adjustments After an adjustment to the Conversion Rate under this Article 11, any subsequent event requiring an adjustment under this Article 11 shall cause an adjustment to the Conversion Rate as so adjusted.

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • Equitable Adjustments If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

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