Certain Adjustments and Terminations Sample Clauses

Certain Adjustments and Terminations. (i) If (A) at least six Initial Available Days shall not have occurred or will not occur after the Trade Date and on or prior to September 15, 2014, (B) at least 17 Available Days shall not have occurred or will not occur on or after November 15, 2014 (or, if earlier, the date of the first regular trading session for the
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Certain Adjustments and Terminations. (i) If on any day on or after the fourth Scheduled Trading Day immediately succeeding the Trade Date and on or prior to June 15, 2015 the Calculation Agent determines that Dealer’s theoretical “delta” on such day exceeds the sum of the number of Additional Securities (as defined in the Registration Agreement) and Offered Securities (as defined in the Registration Agreement) sold by Dealer and its affiliates pursuant to the Registration Agreement (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, by each such Block Underwriter (or the First Collar Lead Block Underwriter (as defined in the Registration Agreement)) with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) in connection with the Transaction prior to such day, the Calculation Agent may, at any time and from time to time until June 16, 2015 (or reasonably promptly thereafter), make any commercially reasonable adjustment to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer. If, in Dealer’s sole discretion, no such adjustment(s) can adequately preserve the fair value of the Transaction to Dealer, Dealer may, in consultation with Counterparty, reduce the Number of Transaction Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced), require a proportional refund of the Advance Amount within five Currency Business Days following notice to Counterparty and against return of Rehypothecated Shares in excess of the Number of Transaction Shares following such reduction, and make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer.
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Related to Certain Adjustments and Terminations

  • 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.

  • Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

  • Reductions and Terminations In the event of the reduction, lapse, or termination of a policy or policies reinsured under this Agreement or any other agreement, the Ceding Company will, in order to maintain its full retention, reduce or terminate reinsurance on that life. If there is a reduction on a policy reinsured under this Agreement, the Ceding Company's Retained Share will be adjusted, if necessary, and Reinsured Net Amount at Risk will be recalculated, using the new Specified Amount. If the reduction is on a policy not reinsured under this Agreement, the reinsurance reduction will apply first to the policy or policies being reduced and then, on a chronological basis, to other reinsured policies on the life, beginning with the oldest policy. As a result of such reductions, to the extent necessary, the Ceding Company will recalculate the full available retention defined in Exhibit A for each policy reinsured under this Agreement and recalculate Ceding Company's Retained Share and Reinsured Net Amount at Risk for the policy. Reductions in reinsurance under this provision shall be proportionate to the Reinsurer's share of the total amount of reinsurance on the policy.

  • Amendments, Suspension and Termination To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. Except as provided in the preceding sentence, this Agreement cannot be modified, altered or amended, except by an agreement, in writing, signed by both the Partnership and the Participant.

  • Suspension and Termination If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the XXXXXXXXX COAL COMPANY, INC LG&E/KU Xxxxxxxx Xx. X00000 rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

  • Disposition and Termination The Depositor and the Issuer agree to notify the Escrow Agent in writing of any subscription revocations and the Initial Closing date of the Offering. Additionally, subsequent to an Initial Closing, Depositor and the Issuer agree to notify the Escrow Agent in writing of Subsequent Closing dates, if any, and of the termination of the Offering. Upon receipt of such written notification(s), the following procedures will take place:

  • Actions Upon Termination Upon the termination of this Agreement, Issuer shall remove all references to any ODB Name, Branding and Content from the Issuer Site or Issuer Content and terminate all links on the Issuer Site to any ODB Site. ODB shall remove all references to Issuer Name, Branding and Content and terminate all links on the ODB Site to any Issuer Site. Each Party shall promptly return all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Law.

  • Xxxx and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

  • Modification and Termination The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

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