Acquisition Adjustments Sample Clauses

Acquisition Adjustments. Promptly upon such information becoming available, a summary of all purchase price and other monetary adjustments in excess of $2,000,000 individually or in the aggregate that are made pursuant to any of the Palace Acquisition Documents.
Sample 1
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Acquisition Adjustments. The following is a summary of the Acquisition Adjustments reflected in the Pro Forma Financial Information based on preliminary estimates, which may change as additional information is obtained. Balance Sheet Adjustments The pro forma balance sheet adjustments include:
Sample 1
Acquisition Adjustments. For purposes of calculating the Fixed Charge Coverage Ratio for any period of measurement that includes the date of the consummation of any Permitted Acquisition of any Person or line of business, Adjusted EBITDA and each other component of the Fixed Charge Coverage Ratio shall be adjusted on an historical pro forma basis (i) to include the financial results of such acquired Person or line of business and (ii) to exclude any Indebtedness of such acquired Person or line of business that has been permanently repaid and not replaced, in each case, as if such Permitted Acquisition had been consummated on the first day of such period of measurement, and in each case calculated in the same manner as the applicable component is calculated pursuant to this Agreement, but including only such pro forma adjustments to such component as are acceptable to Agent and the Required Lenders, in their Permitted Discretion.
Sample 1
Acquisition Adjustments. In the event that the Cable Companies fail to acquire, through the acquisition of CATV systems not owned by the Cable Companies, at least 2,200 subscribers (other than subscribers of the CATV systems being acquired pursuant to that certain Asset Purchase Agreement dated February, 1999, with J. Feeney Associates, Inc. (the "Fexxxx Xxxxement")) (the "Additionax Xxxxcribers"), the Purchase Price shall be decreased by (i) the excess of 2,200 over the number of subscribers so acquired, times (ii) $1,500.00; provided, however, notwithstanding the foregoing provisions of this Section 2.3(a), in the event any of the Cable Companies enters into a purchase agreement relative to all or any portion of the Additional Subscribers, and the transactions contemplated by such purchase agreement(s) do not close until after the Closing Date, then the number of subscribers to be purchased pursuant to such purchase agreement(s) will not be included in the calculation contemplated by this Section 2.3(a), and any amounts payable after the Closing Date pursuant to such purchase agreement(s) (less purchase price deposits made in connection therewith) will be included as a liability in Section 2.3(c). In addition, with respect to the Feeney Agreement: (i) in the event xxxx xransaction does not close until after the Closing Date, any amounts payable after the Closing Date pursuant to the Feeney Agreement (less purchase prixx xxxosits made in connection therewith) will be included as a liability in Section 2.3(c); and (ii) in the event the Feeney Agreement is terminated for xxx xxason on or prior to the Closing Date, then the Purchase Price shall be reduced by the purchase price (less the purchase price deposits, if any made thereunder) payable thereunder.
Sample 1

Related to Acquisition Adjustments

  • 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.

  • 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.

  • Antidilution Adjustments The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Compensation Adjustments Any compensation agreed to hereunder may be adjusted from time to time by mutual agreement by attaching revised Schedules A or B to this Agreement.

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the 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; provided that no such adjustment shall result in any increase or decrease of the Aggregate Merger Consideration.

  • 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.

  • Inflation Adjustment The dollar amounts indicated in Section 3.2(f) shall be adjusted for inflation during the term of this Agreement based on the Consumer Price Index published for [insert applicable index] commencing on the Acquisition Effective Date.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • When Adjustment Not Required If the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

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