Valuation Adjustments Sample Clauses
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Valuation Adjustments. The economic provisions of this Agreement are predicated upon estimates of the fair market value of various assets, properties and interests as of the date of the contributions or distributions, which in turn were based upon estimates, studies and reports prepared prior to the closing date of the applicable transaction. To the extent it is determined that the actual fair market value of those assets, properties and interests as of the closing date is materially different from the pre-closing estimates, the parties agree to make post-closing adjustments by applying the revised fair market values as of the closing date to the economic provisions of this Agreement in order to achieve as closely as possible the intended relative economic balance between the interests of the parties. The parties agree to fully cooperate and to execute any and all documents and, if required, transfer funds, assets or property to achieve this result. The parties intend for all such adjustments to be effective as if they had taken place at the original closing date.
Valuation Adjustments. As of each Valuation Date, the following adjustments shall be made to each Participant’s Accounts in a manner consistent with the Plan’s recordkeeping system:
Valuation Adjustments. As of each Valuation Date, each Participant's Accounts shall be adjusted in the following order and manner:
Valuation Adjustments. The value of any property contributed to the Partnership under Sections 5.1 or 5.2, above, shall be adjusted for all purposes of this Agreement to reflect any value determined in a final valuation report obtained or accepted by the Partnership in connection with the contribution.
Valuation Adjustments. (a) If, on the effective date of the IPO, the aggregate value of the shares of Common Stock (as measured by the per share offering price of the shares of Common Stock offered in the IPO) owned by non-management stockholders of Holdings to be identified at the Closing (the "Non-Management Stockholders") is less than $15,000,000 (the amount of such shortfall being hereinafter referred to as the "Shortfall"), the Investor and management stockholders of Holdings to be identified at the Closing (the "Management Stockholders") shall, within five business days of the Closing of the IPO, issue to the Non-Management Stockholders such additional number of shares of Common Stock as shall have a value equal to the Shortfall, rounded down to the nearest whole share, with the Investor contributing 60% of the Shortfall, rounded down to the nearest whole share, and the Management Stockholders contributing 40% of the Shortfall, pro rata, rounded down to the nearest whole share.
(b) If, on the effective date of the IPO, the aggregate value of the shares of Common Stock (as measured by the per share offering price of the shares of Common Stock offered in the IPO) owned by the Non-Management Stockholders is greater than $25,000,000 (the amount of such excess amount being hereinafter referred to as the "Excess Amount"), the Non-Management Stockholders shall, within five business days of the Closing of the IPO, distribute, without any further consideration, such number of shares of Common Stock as shall have a value equal to (i) 60% of the Excess Amount, rounded down to the nearest whole share, to the Investor and (ii) 40% of the Excess Amount, rounded down to the nearest whole share, to the Management Stockholders, pro rata according to their respective stockholdings.
Valuation Adjustments. Some commenters suggested that examiners should be required to provide empirical data to support collateral valuation adjustments made by examiners during loan reviews. The proposed Statement suggested such adjustments be made when a financial institution was unable or unwilling to address weaknesses in supporting loan documentation or appraisal or evaluation processes. For further clarification, the agencies affirmed that the role of examiners is to review and evaluate the information provided by financial institution management to support the financial institution’s valuation and not to perform a separate, independent valuation. Accordingly, the final Statement explains that the examiner may adjust the estimated value of the collateral for credit analysis and classification purposes when the examiner can establish that underlying facts or assumptions presented by the financial institution are irrelevant or inappropriate for the valuation or can support alternative assumptions based on available information.
Valuation Adjustments