Subject Distribution Adjustment Sample Clauses

Subject Distribution Adjustment. If MusicCo makes a Subject Distribution, then following the effective date referred to below, each whole Right shall represent, in addition to the right to sell to the Company one share of MusicCo Series A Common Stock (the "MusicCo Component"), the right (the "Distributed Entity Component") to sell to the Company at the time, for the consideration and subject to the terms and conditions set forth in this Agreement, that number of shares of Distributed Entity Stock obtained by multiplying one by a fraction, the numerator of which is the aggregate number of shares of Distributed Entity Stock distributed in the Subject Distribution or sold pursuant to the rights or warrants distributed in the Subject Distribution, and the denominator of which is the aggregate number of shares of MusicCo Series A Common Stock outstanding on the record date for such distribution. The number of shares of Distributed Entity Stock (or fraction thereof) to which the Distributed Entity Component of each whole Right applies (the "Underlying Number") shall be determined as of and be effective (retroactively in the case of a distribution that pursuant to Section 6.03 is subsequently deemed to be a Subject Distribution) as of the effective date of the distribution in the case of a distribution of shares of Distributed Entity Stock, and shall be determined as of and be effective (retroactively in the case of a distribution that pursuant to Section 6.03 is subsequently deemed to be a Subject Distribution) as of the day following the distribution of rights or warrants in the case of a distribution of rights or warrants to purchase Distributed Entity Stock (the applicable of such dates herein referred to as the "effective date"). In the case of fractional Rights, the Underlying Number for the Distributed Entity Component of such fractional Right shall equal the same fraction of the Underlying Number for the Distributed Entity Component of a whole
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Subject Distribution Adjustment. If MusicCo makes a Subject ------------------------------- Distribution, then following the effective date referred to below, each whole Right shall represent, in addition to the right to sell to the Company one share of MusicCo Series A Common Stock (the "MusicCo Component"), the right (the "Distributed Entity Component") to sell to the Company at the time, for the consideration and subject to the terms and conditions set forth in this Agreement, that number of shares of Distributed Entity Stock obtained by multiplying one by a fraction, the numerator of which is the aggregate number of shares of Distributed Entity Stock distributed in the Subject Distribution or sold pursuant to the rights or warrants distributed in the Subject Distribution, and the denominator of which is the aggregate number of shares of MusicCo Series A Common Stock outstanding on the record date for such distribution. The number of shares of Distributed Entity Stock (or fraction thereof) to which the Distributed Entity Component of each whole Right applies
Sample 1

Related to Subject Distribution 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.

  • 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.

  • 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:

  • 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.

  • 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.

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

  • Anti-Dilution Adjustments; Distributions; Other Events The Exercise Price and the number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as provided in this Section 6. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded up or down to the nearest one hundredth of a cent.

  • 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:

  • 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.

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