Mechanical Adjustment Sample Clauses

Mechanical Adjustment. If MusicCo shall: (a) pay a dividend or make a distribution on the outstanding shares of MusicCo Series A Common Stock in shares of MusicCo Common Stock, (b) subdivide the outstanding shares of MusicCo Series A Common Stock into a larger number of shares, (c) combine the outstanding shares of MusicCo Series A Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock by reclassification of the outstanding shares of MusicCo Common Stock (including any such reclassification in connection with a consolidation or merger in which MusicCo is the surviving corporation), the number of Rights outstanding immediately prior to the date such dividend or distribution is paid or made or the effective date of such subdivision, combination or reclassification shall be adjusted to the aggregate number of shares of MusicCo Series A Common Stock (or shares of MusicCo's Capital Stock issued in such reclassification) outstanding immediately after the taking of such action. Such adjustment shall be made successively whenever any event listed above shall occur. If a reclassification described in clause (d) above occurs, each reference in this Agreement and the Certificates to a share of MusicCo Series A Common Stock shall be deemed to refer to the number and kind of shares of MusicCo's Capital Stock that a Holder of one share of MusicCo Series A Common Stock would hold immediately following such reclassification. If MusicCo takes any action requiring an adjustment to the number of Rights prior to payment in full of the Consideration Amount Per MusicCo Share upon exercise thereof, such Consideration Amount Per MusicCo Share shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Rights outstanding immediately prior to such action and the denominator of which is the number of Rights outstanding as a result of the taking of such action.
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Mechanical Adjustment. G.) Acid rinse cabinet; A.) Rebuild shell to accommodate 42" pipe.
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Mechanical Adjustment 
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Related to Mechanical Adjustment

  • Mechanical Adjustments The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:

  • Structural Adjustment 1. Exceptional measures of limited duration which derogate from the provisions of Article 4 may be taken by the Parties in the form of increased customs duties.

  • RENTAL ADJUSTMENT The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Workplace adjustment An employer wishing to employ a person under the provisions of this clause shall take reasonable steps to make changes in the workplace to enhance the employee’s capacity to do the job. Changes may involve re-design of job duties, working time arrangements and work organisation in consultation with other employees in the area.

  • FORCE ADJUSTMENT Section 1. In the event that the Company determines that a surplus exists and a decrease in the work force becomes necessary, the Company will first advise the Union in writing prior to notifying the affected employee(s). The affected employee(s) will be notified not less than thirty (30) calendar days prior to the date the employee(s) is to be laid off. In matters involving the surplus of fifty (50) or more employees at a single location, the Company will provide the employees sixty (60) days advance notice of the surplus.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Working Capital Adjustment (a) Subject to the provisions of this Section 2.6, the Purchase Price will be adjusted on a dollar for dollar basis following the Closing to the extent that the Working Capital of the Business as of the Closing (the "Final Working Capital") is greater or less than the Minimum Working Capital. As promptly as practicable, but in no event later than forty five (45) days after the Closing, the Company shall prepare and deliver to Buyer a statement of the Working Capital, reflecting each of the components of Working Capital as if set forth on a balance sheet, of the Business as of Closing Date which shall have been examined and reported on by Company's Auditor (the "Closing Working Capital Statement"). The report of Company's Auditor shall be made to the Company and Buyer and shall state that the Closing Working Capital Statement (i) has been prepared in conformity with the terms of this Agreement, (ii) was prepared in conformity with GAAP (except as otherwise provided herein), and applied on a consistent basis with those policies used by the Company ("Company Policies") in connection with the preparation of the financial statements of the Company for the fiscal year ended January 2, 2000, and (iii) presents fairly, in all material respects, the Working Capital of the Business at the Closing Date, and that the audit by Company's Auditor was conducted in accordance with generally accepted auditing standards. The Closing Working Capital Statement shall be prepared in accordance with the books and records of the Company and in conformity with GAAP, applied on a consistent basis with Company Policies, except that (i) accounts receivable shall reflect only trade accounts receivable of the Business, (ii) accounts payable shall reflect only trade accounts payable of the Business and a payable to Pepsi-Cola and National Brand Beverages, Ltd. of $2,000,000 and shall exclude any accounts payable if including such accounts payable would result in the aggregate accounts payable exceeding the aggregate accounts receivable, (iii) the allowance for doubtful accounts receivable shall be zero, (iv) the value of Inventory shall be adjusted in accordance with the Company's year end adjustment procedures and (v) Retained Assets and Retained Liabilities shall be excluded. Promptly after the Closing, but in no event later than October 22, 2000, Buyer and the Company shall cooperate to permit the Company's Auditor to perform a physical count and inspection of the Inventory for purposes of preparing the Closing Working Capital Statement. The timing of such physical count and inspection shall be coordinated with Buyer and Buyer's Auditor so as to minimize disruption to Buyer's business and to allow Buyer's Auditor to be present at such physical count and inspection. For purposes of this Agreement, the Inventory to be stated on the Closing Working Capital Statement shall be the Inventory at the time of such physical count and inspection as adjusted in accordance with the books and records of the Company to the effective time of the Closing. The Company shall permit Buyer and Buyer's Auditor to review all work papers and computations used by the Company and Company's Auditor in preparing the Closing Working Capital Statement. After the Closing Date, until agreement is reached as to the Closing Working Capital Statement, for purposes of this Section 2.6, Buyer shall permit the Company and Company's Auditor full and free access, at all reasonable times, to the deeds, documents and contracts and books of account, records, files, invoices and other data associated with, necessary to or used in the Business as conducted on or before the Closing Date; provided, however, that the Company shall coordinate such access with Buyer in order to minimize disruption to the conduct of Buyer's business. Buyer shall within thirty (30) days after the receipt of the Closing Working Capital Statement advise the Company in writing of the amounts and descriptions of adjustments relating to Working Capital, if any, which Buyer believes are necessary to be made to the Closing Working Capital Statement. In the event that Buyer and the Company are unable to resolve any differences with respect to the Working Capital reflected on the Closing Working Capital Statement within sixty (60) days after receipt of the Closing Working Capital Statement by Buyer, then the issues remaining unresolved shall be determined as follows: Buyer and the Company shall jointly select and retain an independent firm of certified public accountants of national standing and reputation in the United States (the "Independent Firm") for the purpose of resolving within the ranges proposed by Buyer and the Company all remaining unresolved issues with respect to the Working Capital. If Buyer and the Company are not able to agree upon the Independent Firm within seventy-five (75) days after receipt of the Closing Working Capital Statement by Buyer, then the Independent Firm shall be selected by lot after Buyer has eliminated two (2) of the three (3) independent firms of public accountants of national standing and reputation in the United States selected by the Company and the Company has eliminated two (2) of the three (3) such firms selected by Buyer; provided, however, that Buyer's Auditor shall not be one of the three independent firms selected by Buyer and Company's Auditor shall not be one of the three independent firms selected by the Company.

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.

  • Fee Adjustment Fees as provided in this Agreement to be charged to residents of Joplin and the City pursuant to this Agreement may be adjusted based upon the AARC's change in costs subsequent to the previous adjustment. Any individual fee increases will be adjusted only to the extent of an increase in the Consumer Price Index (Kansas City-All Urban Consumers), utilizing the most recently available 12 month period index from the previous year . If a fee increase request is in excess of the Consumer Price Index the city may request to review data on actual costs of each service if needed to document cost increases. In the event an adjustment to documented cost is warranted, AARC shall provide written notice thereof with supporting documentation, by no later than May 1 of each year. All increases shall be subject to annual appropriation by the Joplin City Council. City shall have thirty (30) days to review and request additional supporting documentation. In the event the parties are unable to agree to the cost adjustment, either party shall be entitled to terminate this Agreement as provided herein.

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