Acquisition Adjustment Sample Clauses

Acquisition Adjustment. Notwithstanding clauses (a) and (b) above, if any Permitted Acquisition with aggregate consideration in excess of $25,000,000 is consummated in accordance with the terms of this Agreement, then the Borrower may make a one-time election to increase (i) the maximum Consolidated Total Leverage Ratio permitted under clause (a) above to 3.75 to 1.00 and (ii) the maximum Senior Secured Net Leverage Ratio permitted under clause (b) above to 2.75 to 1.00, in each case for the quarter in which such Permitted Acquisition is consummated and the three consecutive fiscal quarters following such quarter; it being understood that, at the end of such four fiscal quarter period and thereafter, (x) the maximum Consolidated Total Leverage Ratio permitted under clause (a) above shall revert to 3.50 to 1.00 and (y) the maximum Consolidated Senior Secured Leverage Ratio permitted under clause (b) above shall revert to 2.50 to 1.00.
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Acquisition Adjustment. Any acquisition adjustment that results from the Merger shall be excluded from DEC’s, DEP’s and PECPiedmont’s utility accounts and treated for regulatory accounting, reporting, and ratemaking purposes so that it does not affect DEC’s or PECDEP’s North Carolina retail electric rates and charges for Electric Services or Piedmont’s North Carolina rates and charges for Natural Gas Services.
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Acquisition Adjustment. 25 5.15 Non-Consummation of Merger ..................................................................... 25 5.16 Protection from Commitments to Wholesale Customers.............................. 25 5.17 Joint Owner-Specific Issues ......................................................................... 26 5.18 Inclusion of Cost Savings in Future Rate Proceedings ................................ 26 5.19
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Acquisition Adjustment. (i) From and after the date hereof through the Closing Date, either Xxxxx or Xxxxxxx Holdings may propose additional acquisitions of Persons to be sold and contributed to NewCo at Closing (the “Additional Acquisitions”). To the extent Xxxxx consents to any Xxxxxxx Holdings Additional Acquisition prior to Closing, Xxxxx and Xxxxxxx Holdings shall mutually agree to an adjustment of the Xxxxxxx Holdings Notional Equity Value (it being agreed that such adjustment shall not take in account any multiple and shall take into consideration the amount of the purchase price of such acquisition and any indebtedness to be incurred in connection therewith), which adjustment shall be reflected in the Xxxxxxx Preliminary Closing Statement and the calculation of the Estimated Xxxxx Cash Consideration and the Closing Cash Consideration. To the extent Xxxxxxx Holdings consents to any Xxxxx Additional Acquisition prior to Closing, Xxxxx and Xxxxxxx Holdings shall mutually agree to an adjustment of the Xxxxx Contributed Companies Notional Equity Value (it being agreed that such adjustment shall not take in account any multiple and shall take into consideration the amount of the purchase price of such acquisition and any indebtedness to be incurred in connection therewith), which adjustment shall be reflected in the Xxxxx Preliminary Closing Statement and the calculation of the Estimated Xxxxx Cash Consideration and the Closing Cash Consideration.
Sample 1
Acquisition Adjustment. Each such Dealer's Percentage Interest shall be increased or decreased, as applicable, by an amount equal to the Dealer's Acquisition Adjustment for the Applicable Period, which is determined as follows:
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Related to Acquisition 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.

  • 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.

  • 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.

  • 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.

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

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