Examples of Adjusted allocation in a sentence
The Adjusted Allocation shall be allocated among the Holders pro rata based on the number of Registrable Securities initially sought to be registered by the Holder.
For the avoidance of doubt, as set forth in the preceding sentence and subsection 4.06(b), nothing in this Supplement shall be deemed to require the Issuer to cause the provider of any Qualified Maturity Agreement to deposit into the Principal Funding Account more than the Adjusted Allocation Amount as of the close of business on the Business Day preceding the Expected Principal Payment Date.
If there are any unresolved differences, the Parties shall, prior to the originally agreed Effective Time, re-establish a new Effective Time which shall be at the earliest practicable time, subject to the other terms and conditions of this Agreement, by which re-established Effective Time they shall have agreed upon the Initial Allocation Computation or Adjusted Allocation Computation, as applicable (whichever is applicable, as so finally agreed, herein referred to as the “Final Allocation”).
The respective amounts of Cash Consideration and Stock Consideration payable and issuable to each of the holders of East Penn Financial Common Stock pursuant to the Initial Allocation Computation, or if applicable the Adjusted Allocation Computation, shall be calculated by the Exchange Agent in accordance with this Agreement and approved by HNC and East Penn Financial as soon as practicable and no later than two (2) hours before the Effective Time.
At least three (3) hours prior to the Effective Time, the Exchange Agent and East Penn Financial shall each notify HNC whether it agrees with the Adjusted Allocation Computation.
The Adjusted Allocation shall be allocated among the selling Holders pro rata based on the number of Registrable Securities initially sought to be registered by each selling Holder.
By their execution of this Agreement, the Stockholders' Agents agree, for the benefit of the Stockholders, that upon their receipt of any distributions under this Agreement, the Stockholders' Agents shall promptly redistribute such amounts to the Stockholders in accordance with their respective Allocation Percentages or Adjusted Allocation Percentages (as defined in the Escrow Agreement), as applicable.
If any Initial ADSP, Adjusted ADSP, Initial Allocation, Adjusted Allocation or amount of Taxable gain or loss resulting therefrom is disputed by any Tax Authority (a “Section 338 Tax Claim”), the Party receiving notice of the dispute shall promptly notify the other Party.
Unless otherwise required by a Final Determination, no party shall file any Tax Return with, or take any position in any proceedings before, any Governmental Authority that is inconsistent with the Allocation Schedule (or the Adjusted Allocation Schedule, as applicable).
Buyer shall consider in good faith any reasonable comments provided by Seller in writing within ten (10) days of receipt of the Adjusted Allocation.