Capital Contribution Adjustment Sample Clauses

Capital Contribution Adjustment. Any indemnity payment or payment of Damages shall be “grossed up” for income taxes that the recipient will have to pay on the payment, taking into account the net present value of Tax benefits (calculated at a discount rate equal to the Target IRR, assuming the Highest Marginal Rate applies to the recipient) reasonably expected to be realized as a result of the payment (assuming that each recipient will have sufficient taxable income for U.S. federal income tax purposes to fully utilize on a current basis any such Tax benefits as a result of payment) and the amount of any tax required to be paid by the recipient on the receipt or accrual of the additional amount required to be added to such payment under this Article VIII, assuming the Highest Marginal Rate applies to the recipient; provided that any indemnity payment or payment of Damages shall be treated as a return of capital, and, accordingly, no “gross-up” shall be payable, if the Class B Equity Investor provides an opinion reasonably acceptable to the Class A Equity Investors at a “should” level or higher from a nationally recognized tax counsel mutually acceptable to both the Class A Equity Investors and the Class B Equity Investor that such indemnity payment or payment of Damages may be treated as a return of capital or basis. If the tax position supported by such tax opinion is subsequently disallowed by the IRS or another relevant taxing authority, the Class B Equity Investor shall promptly pay the gross-up amount described in the preceding sentence to the applicable Class A Equity Investor Indemnitees. This paragraph shall not be construed to require any indemnified party to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Sample 1
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Capital Contribution Adjustment. Subject to Section 2.8(e), if the Total JAC Capital Contribution is less than $16,163,000, then the number of Units issued to JAC by the Company shall be reduced by 100 Units for each $1,050 of such shortfall. If the Total JAC Capital Contribution is greater than $16,163,000, then the number of Units issued to JAC by the Company shall be increased by 100 Units for each $1,050 of such shortfall.
Sample 1
Capital Contribution Adjustment. On or before March 31, 1997, determine if Borrower's Net Worth on the Closing Date was not at least $7,400,000, and based upon such determination, shall on or before March 31, 1997, either receive an additional capital contribution from Meridian or remit back to Meridian a portion of the capital contribution made by Meridian pursuant to Section 8.1(m) hereof, as the case may be, so that the Net Worth of Borrower as of the Closing Date equals at least $7,400,000 (the "Net Worth Adjustment") provided, that any remittance to Meridian shall not exceed $250,000.
Sample 1

Related to Capital Contribution Adjustment

  • Merger Consideration Adjustment (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • 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.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • 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.

  • 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.

  • Annual Compensation Adjustments During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, at least annually, (a) commensurate with increases generally given to other executives of the Company of comparable status and position to the Executive, and (b) as the scope of the Company’s operations or the Executive’s duties expand.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

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