Adjustments to Valuations Sample Clauses

Adjustments to Valuations a) Section 1.5(b)(i) of the Agreement is hereby amended by adding “any prepayment of the principal amount of any Indebtedness described on Section 9.6(d) of the Vornado Disclosure Letter” between “but excluding, however,” and “any Interest Payments, exit fees”.
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Adjustments to Valuations. (i) The Asset Value of each Included Property shall be increased, without duplication, by amounts actually paid prior to the Revaluation Time in connection with such Included Property by the Vornado Parties or their Subsidiaries or the JBG Parties or their Subsidiaries, as applicable, for (A) tenant improvement costs, tenant improvement allowances, landlord work, base building work required in connection with a lease, leasing commissions, buyout costs (net of any subleasing or other similar revenues) with respect to a tenant’s former premises and other leasing costs (collectively, “Leasing Costs”) actually paid before the Revaluation Time (or, as provided by Section 1.5(d), after the Revaluation Time and before the Closing Date) pursuant to any Vornado Lease or JBG Lease (including any amendments, extensions, expansions or renewals of a Vornado Lease or JBG Lease) first signed after the applicable Valuation Date, provided, that with respect to the Included Properties identified on Section 1.5(b)(i)(A) of the JBG Disclosure Letter or on Section 1.5(b)(i)(A) of the Vornado Disclosure Letter (collectively, the “Under Construction and Predevelopment Properties”), the adjustment described in this clause (A) shall also apply with respect to Leasing Costs actually paid after the Valuation Date with respect to Vornado Leases and JBG Leases (including any amendments, extensions, expansions or renewals of a Vornado Lease or JBG Lease) in existence as of the applicable Valuation Date, (B) costs of capital expenditures to an Included Property paid after the applicable Valuation Date and before the Revaluation Time (or, as provided by Section 1.5(d), after the Revaluation Time and before the Closing Date), (C) amortization, repayment, prepayment or paydown after the applicable Valuation Date and before the Revaluation Time (or, as provided by Section 1.5(d), after the Revaluation Time and before the Closing Date) of the principal amount of any Indebtedness, other than Intercompany Indebtedness (but excluding, however, any Interest Payments, exit fees, prepayment premiums, LIBOR breakage fees, hedge breakage costs and similar amounts payable in connection therewith, and any other financing fees and closing costs paid in connection therewith) of a JBG Included Entity or a Vornado Included Entity, as applicable, which owns a direct or indirect interest in such Included Property, (D) land acquisition and development costs, including soft costs such as architect’s and engin...
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Adjustments to Valuations. If the General Partner determines that the valuation methods set out in Clause 26.1 do not fairly determine the fair market value of a Portfolio Investment, the General Partner shall make such adjustments or use such alternative valuation method as it reasonably deems appropriate.
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Related to Adjustments to Valuations

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Exchange Ratios The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock having a record date after the date hereof and prior to the Effective Time.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments of Prices Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation Period and the period, if any, for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Company shall make appropriate adjustments in good faith and in a commercially reasonable manner to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

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