Limits on Adjustments Sample Clauses

Limits on Adjustments. No adjustment shall be made under this Section 9 which would, within the meaning of any applicable provision of the Code, constitute a modification, extension or renewal of this option or a grant of additional benefits to the Optionee.
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Limits on Adjustments. No adjustment shall be made under this Section 7 which would, within the meaning of any applicable provision of the Code, constitute a modification, extension or renewal of this Option or a grant of additional benefits to the Optionee.
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Limits on Adjustments. No adjustment in the Exercise Price shall be required unless such an adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Section 2.6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Notwithstanding anything in this Section 2 to the contrary, the Exercise Price shall not be reduced to less than the then existing par value of the Common Stock as a result of any adjustment made hereunder.
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Limits on Adjustments. Any issuance by the Company of shares of any class other than [●]of the Company, or securities convertible into shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to any Award, except as specifically provided otherwise in this Plan. The grant of Awards under the Plan shall not affect in any way the right or authority of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate or dissolve, or to liquidate, sell or transfer all or any part of its business or assets. All adjustments that the Committee makes under this Plan shall be conclusive.
Sample 1
Limits on Adjustments. No adjustment to an Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of Warrant Shares by at least one Warrant Share and, for greater clarity, any adjustment which, except for the qualification of this section, would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, however, that in no event shall the Company be obligated to issue fractional Warrant Shares or fractional interests in Warrant Shares upon exercise of a Warrant or pay any amount in cash in lieu of issuing fractional Warrant Shares.
Sample 1
Limits on Adjustments. The adjustments to the Base Merger Consideration pursuant to this Section 5.11 are subject to the following general limitations: No single Title Defect shall be taken into account as an adjustment to the Base Merger Consideration unless the value of such defect is determined to be more than $100,000 (the "Individual Title Defect Threshold"); No single Environmental Defect shall be taken into account as an adjustment to Base Merger Consideration unless the cost of remediating such defect is determined to be more than Ten Thousand Dollars ($10,000) (the "Individual Environmental Defect Threshold"); and No adjustment will be made to the Base Merger Consideration under this Section 5.11 except to the extent that the total of (x) all individual adjustments for Title Defects that exceed the Individual Title Defect Threshold plus (y) all individual adjustments for Environmental Defects that exceed the Individual Environmental Defect Threshold exceeds $1,000,000 in the aggregate (the "Aggregate Defect Threshold"); by way of example, if the total of all individual adjustments for Title Defects that exceed the Individual Title Defect Threshold equals $900,000 and the total of all adjustments for Environmental Defects that exceed the Individual Environmental Defect Threshold is less than $100,000, then no adjustment would be made to the Base Merger Consideration; and, if the total of all individual adjustments that exceed the Individual Title Defect Threshold equals $1,100,000, and the total of all adjustments that exceed the Individual Environmental Defects Threshold is $500,000, then an adjustment of $1,600,000 shall be made to the Base Merger Consideration.
Sample 1
Limits on Adjustments. If this option is an ISO, no adjustment shall be made under this Section 7 which would, within the meaning of any applicable provision of the Code, constitute a modification, extension or renewal of this option or a grant of additional benefits to the Optionee.
Sample 1
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Limits on Adjustments. No single Title Defect shall be taken into account as an adjustment to the Base Consideration unless the value of such Title Defect is determined to be more than $100,000 (the "Individual Title Defect Threshold"). No single Environmental Defect shall be taken into account as an adjustment to Base Consideration unless the cost of remediating such Environmental Defect is determined to be more than $100,000 (the "Individual Environmental Defect Threshold"). In addition, in order to effect an adjustment to the Base Consideration, the value of all Title Defects and Environmental Defects properly asserted as provided herein must exceed $5,000,000 in the aggregate (the "Aggregate Defect Threshold"); provided, however, that the Base Consideration shall be adjusted only by the amount equal to the excess of (i) the total of (A) all such Title Defects that each exceed the Individual Title Defect Threshold and (B) all such Environmental Defects that each exceed the Individual Environmental Defect Threshold over (ii) the Aggregate Defect Threshold.
Sample 1
Limits on Adjustments. No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All such calculations shall be made to the nearest cent. Notwithstanding anything in this Section 3.06 to the contrary, the Exercise Price shall not be reduced to less than the then existing par value of the Common Stock as a result of any adjustment made hereunder. Section 3.07.
Sample 1

Related to Limits on Adjustments

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Dilution Adjustment Provisions Sections 5.05(A)(i), (ii), (iii), (iv) and (v) and Section 5.05(H) of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Common Stock Change Event” in Section 5.08(A) of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation and/or will either not be the Issuer or not be a wholly-owned subsidiary of Issuer whose obligations hereunder are fully and unconditionally guaranteed by Issuer following such Merger Event, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • 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.

  • 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.

  • 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.

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