First Adjustment Date Sample Clauses
The "First Adjustment Date" clause defines the specific date on which an initial change or recalibration—often of a financial term such as an interest rate, rent, or payment amount—will take effect under an agreement. This date is typically set after a predetermined period from the contract’s commencement and serves as the reference point for future adjustments, which may occur at regular intervals thereafter. By clearly establishing when the first adjustment occurs, the clause provides predictability and transparency for both parties, helping to prevent disputes over timing and ensuring that changes are implemented as intended.
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First Adjustment Date. (a) On the First Adjustment Date, ▇▇▇▇▇▇ and the Sellers' Representatives must, subject to clause 4.4(c) below, deliver a Joint Direction to the Escrow Agent instructing the Escrow Agent to withdraw from the Escrow Account and pay to each SKMH Scheme Shareholder his or her Proportionate Share, in immediately available funds, of an amount equal to the First Adjustment Amount less the sum of:
(1) the First Unresolved Claims Quantum;
(2) any Adjustments or Actual Deduction Amounts released to ▇▇▇▇▇▇ before the First Adjustment Date; and
(3) any Actual Deduction Amounts contained in an Insurance Deduction Notice that is received by the Escrow Agent before the First Adjustment Date.
(b) Following the First Adjustment Date, ▇▇▇▇▇▇ and the Sellers’ Representatives must:
(1) within five Business Days of the final resolution of any Claim included in the First Unresolved Claims Quantum; and
(2) to the extent that such Claim is Finally Determined in the favour of the Sellers, deliver a Joint Direction to the Escrow Agent instructing the Escrow Agent to withdraw from the Escrow Account and pay each SKMH Scheme Shareholder, in immediately available funds, his or her Proportionate Share of the First Unresolved Claims Quantum associated with such Claim and the balance must be dealt with in accordance with this clause 4.4 and clause 9 (as applicable); provided, however, that with respect to each such Claim, the amount released to the SKMH Scheme Shareholders pursuant to this clause 4.4(b), if any, shall not exceed: (i) the First Adjustment Amount less the sum of the amounts set forth in clauses 4.4(a)(2) and 4.4(a)(3), less (ii) the then remaining balance of the First Unresolved Claims Quantum.
(c) If an Adjustment or a Claim included in the First Unresolved Claims Quantum relates to a Title Adjustment Statement that is untrue, inaccurate or misleading and is Finally Determined in favour of ▇▇▇▇▇▇, then the Sellers’ Representatives shall procure that in releasing any funds payable from the Escrow Amount to the Relevant Seller under this clause 4.4, such amount will be reduced by the lesser of the amount payable to that Relevant Seller and the amount of that Adjustment or Claim, and each other SKMH Scheme Shareholder will receive an amount equal to the amount that they would have received under this clause 4.4 had that Adjustment or Claim not have occurred.
First Adjustment Date. The Company shall, without any additional consideration, issue to each Purchaser a number of shares of Common Stock (the “First Adjustment Shares”) on the First Adjustment Date equal to:
(a) the number (if positive) obtained by subtracting (i) the aggregate number of shares of Common Stock issued or issuable to such Purchaser on the Closing Date and, if applicable, on the Second Tranche Closing Date (in each case, as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) from (ii) the quotient determined by dividing (A) the aggregate Subscription Amount paid by such Purchaser on the Closing Date and, if applicable, on the Second Tranche Closing Date, by (B) the First Adjustment Price; plus
(b) in the event that the First Adjustment Price is (i) higher than the Per Share Purchase Price but lower than $0.08 per share, 10% of the aggregate number of Shares issued or issuable to such Purchaser (A) on the Closing Date, (B) if applicable, on the Second Tranche Closing Date and (C) if applicable, on the First Adjustment Date pursuant to Section 2.5(a); or (ii) equal to or lower than the Per Share Purchase Price, 15% of the aggregate number of Shares issued or issuable to such Purchaser (A) on the Closing Date, (B) if applicable, on the Second Tranche Closing Date and (C) if applicable, on the First Adjustment Date pursuant to Section 2.5(a).
First Adjustment Date. June 22, 2012