New Acquisition Adjustments Sample Clauses

New Acquisition Adjustments. For purposes of determining the Applicable Spread, the Applicable Unused Commitment Fee, the Applicable LOC Fee Percentage, and the ratios for which compliance is required pursuant to Section 5.01(g) of this Agreement, the Ratio of Total Funded Debt to EBITDA and the Ratio of Total Senior Funded Debt to EBITDA shall be redetermined and adjusted as necessary on each New Acquisition Closing Date on the basis of the consolidated Financial Statements of the Credit Parties and their respective Subsidiaries for the most recent twelve (12) calendar month period that precedes the New Acquisition Closing Date provided to the Banks pursuant to the requirements of subsection 5.01(b) of this Agreement (a "New Acquisition Adjustment"), with prospective effect until the next adjustment date, but no New Acquisition Adjustment shall be effective as to any LIBOR-based Rate elected prior to the New Acquisition Date until the expiration of the period of time for which such LIBOR-based Rate shall have been elected by the Company. Notwithstanding the foregoing, in the event the Credit Parties fail to deliver when due the Financial Statements and compliance certificates required under subsection 5.01(b) of this Agreement for any month which ends a fiscal quarter of the Company and fail to cure such default within ten (10) days after notice of such default by the Agent, then the Applicable Unused Commitment Fee Percentage, Applicable LOC Fee Percentage and the Applicable Spread shall be adjusted (without further prior notice by the Agent or any of the Banks to the Company) to the largest number shown in the table applicable to such definition from such due date until the first interest payment date which follows delivery to the Banks of such Financial Statements. It is noted that the tables defining Applicable LOC Percentage, Applicable Unused Commitment Fee Percentage and the Applicable Spread provide for a Ratio of Total Funded Debt to EBITDA with respect to the Credit Parties and their respective Subsidiaries greater than that which may be permissible under the terms of subsection 5.01(g) of this Agreement. For the avoidance of doubt, it is agreed that it is the intent of the parties that the Banks shall be free to exercise all remedies otherwise provided for in this Agreement in the event of the violation of the covenant stated in subsection 5.01(g) of this Agreement, notwithstanding the determination of the Applicable Unused Commitment Fee Percentage, Applicable LOC Percent...
Sample 1
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New Acquisition Adjustments. For purposes of --------------------------- determining the Applicable Spread and the Applicable Unused Commitment Fee, the Ratio of Total Funded Debt to EBITDA shall be redetermined and adjusted as necessary on each New Acquisition Closing Date on the basis of the Financial Statements of the Company for the most recent twelve (12) calendar month period that precedes the New Acquisition Closing Date provided to the Bank pursuant to the requirements of subsection 5.01(b) of this Agreement (a "New Acquisition --------------- Adjustment") with prospective effect until the next ---------- adjustment date, but no New Acquisition Adjustment shall be effective as to any LIBOR-based Rate elected prior to the New Acquisition Date until the expiration of the period of time for which such LIBOR-based Rate shall have been elected by the Company. Notwithstanding the foregoing, in the event that the Company fails to deliver when due the Financial Statements and compliance certificates required under subsection 5.01(b) of this Agreement for any month which ends a fiscal quarter of the Company and fails to cure such default within ten (10) days after notice of such default by the Bank, then the Applicable Unused Commitment Fee Percentage and the Applicable Spread shall be adjusted (without prior notice by the Bank to the Company) to the largest number shown in the table applicable to such definition from such due date until the first interest payment date which follows delivery to the
Sample 1
New Acquisition Adjustments. For purposes of determining the Applicable Spread, the Applicable Unused Commitment Fee, the Applicable LOC Fee Percentage, and the ratios for which compliance is required pursuant to Section 5.01(g) of this Agreement, the Ratio of Total Funded Debt to EBITDA shall be redetermined and adjusted as necessary on each New Acquisition Closing Date on the basis of the consolidated Financial Statements of the Credit Parties and their respective Subsidiaries for the most recent twelve (12) calendar month period that precedes the New Acquisition Closing Date provided to the Lenders pursuant to the requirements of subsection 5.01(b) of this Agreement (a "New Acquisition Adjustment"), with prospective effect until the next adjustment date, but no New Acquisition Adjustment shall be effective as to any LIBOR-based Rate elected prior to the New Acquisition Date until the expiration of the period of time for which such LIBOR-based Rate shall have been elected by the Company.
Sample 1

Related to New Acquisition Adjustments

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

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