Required Adjustments Clause Samples

Required Adjustments. All cost report periods for all Facility payors have been closed and settled, and all required adjustments have been fully paid and/or implemented, if applicable.

Required Adjustments. No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least $.01 in such price; provided, however, that any adjustments which by reason of this Subsection (h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

Required Adjustments. Subject to the exclusions contained in Section 7.1(e) below, if during the period ending on the later of thirty (30) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following the date of this agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares sold to the Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the Investor then owns less than 51% of the Shares acquired by it hereunder, the Investor shall be entitled to additional shares only with respect to the number of Shares then owned by the Investor as provided in Section 7.1(c). The Company shall give to the Investor written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the Investor owns 51% or more of the Shares originally acquired by the Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1.

Required Adjustments. Subject to the exclusions contained in Section 11(c)(iv) below, if the Company issues or sells any Common Stock in a capital raising transaction for a Per Share Selling Price (as defined below) less than the applicable Exercise Price in effect immediately prior to the time of such issue or sale (a "Dilutive Issuance"), then forthwith upon such Dilutive Issuance, the Exercise Price shall be reduced to the Weighted Average Exercise Price (as defined below). The "Weighted Average Exercise Price" shall be determined by the following formula: EP1 = EP * N + C N + AS where: EP1 = the Weighted Average Exercise Price; EP = the former Exercise Price; N = the number of shares of Common Stock outstanding immediately prior to such issuance (or deemed issuance) assuming exercise or conversion of all outstanding securities exercisable for or convertible into Common Stock; C = the number of shares of Common Stock that the aggregate consideration received or deemed to be received by the Company for the total number of additional securities so issued or deemed to be issued in the Dilutive Issuance would purchase if the Per Share Selling Price were equal to the Exercise Price; AS = the number of shares of Common Stock so issued or deemed to be issued in the Dilutive Issuance. Notwithstanding the foregoing, the exercise of Stock Purchase Rights (as defined below) or conversion of Convertible Securities (as defined below) shall not be deemed a Dilutive Issuance. The Company shall give to the Investors written notice of any such Dilutive Issuance within twenty four (24) hours of the closing thereof.

Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the MFN Period (defined below) the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price set forth in Section 2 hereof, the Purchase Price of the Shares sold to the Investors hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investors shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event an Investor then owns less than 65% of the Shares acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares then owned by such Investor as provided in Section 7.1(c). The Company shall give to the Investors written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as an Investor owns 65% or more of the Shares originally acquired by such Investor hereunder, such Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The term "Shares" as used in this Agreement shall include shares issued to the Investors pursuant to this Section 7.1.

Required Adjustments. With the exception of those cost reports shown on Schedule 3.30, all cost report periods for all Facility payors have been closed and settled, and all required adjustments have been fully paid and/or implemented.

Required Adjustments. If prior to the Effective Date the Company issues or sells any shares of its Common Stock or Common Stock Equivalents (other than Exempt Issuances) at a Subsequent Issuance Selling Price lower than the Per Share Purchase Price, then, in each case, the Per Share Purchase Price hereunder shall be adjusted downward to equal such lower Subsequent Issuance Selling Price and the Purchasers shall be entitled to receive additional shares of Common Stock (“Additional Shares”) and warrants (“Additional Warrants”) to purchase shares of Common Stock (“Additional Warrant Shares”) as set forth in Section 4.16(b) below, subject to Section 4.16(c) below. The Company shall furnish to the Purchasers written notice of, and issue a press release announcing, any such sale within 24 hours of the closing of any such issuance or sale. The term “Shares”, “Warrants” and “Warrant Shares” as used in this Agreement shall include the Additional Shares, Additional Warrants and Additional Warrant Shares issued to the Purchasers pursuant to this Section 4.16.

Required Adjustments. No adjustment to the Conversion Rate shall be required in connection with any event, transaction or other occurrence unless the terms of this Certificate specifically require that such an adjustment be made in connection with such event, transaction or other occurrence.

Required Adjustments. If, in circumstances other than those described in Section 8.11(v)(F), after giving effect to the payments contemplated by Section 8.11(v)(A), or Section 8.11(v)(B) and Section 8.11(v)(F) (collectively, the “True-Up Payments”), the consideration payable pursuant to Section 1.1(d)(ii) would have been different from the amount paid at Closing if the True-Up Payments were taken into account in calculating such consideration prior to Closing, then Acquiror and the Securityholder Representative shall make such adjustments to the allocation, distribution, transfer and cancellation of the amounts held in the True-Up Escrow Fund or that otherwise constitute a portion of the True-Up Escrow Available Recourse (and shall be entitled, upon the mutual written agreement of Acquiror and the Securityholder Representative, to adjust the allocation, distribution, transfer and cancellation of the amounts held in the Indemnity Escrow Fund or that otherwise constitute a portion of the Indemnity Escrow Available Recourse), in each case, as they may determine to be required in their respective reasonable discretion to ensure the applicable Sellers holding Company Preferred Stock receive the Liquidation Preference Top-Up Shares in full and the remainder of consideration is distributed or released, as applicable, from the True-Up Escrow Available Recourse and the Indemnity Escrow Available Recourse so that all holders of Company Securities receive an economic benefit therefrom that in each case is based on the distribution of proceeds set forth in the Company Stockholders Agreements and the Company Charter Document; provided, however, that nothing in this Section 8.11(b)(v)(G) shall require Acquiror to (a) issue any Acquiror Shares that it would not otherwise be required to issue pursuant to this Agreement or (b) agree to distribute, transfer or cancel any Acquiror Shares, Substitute Options or Substitute RSUs from the Indemnity Escrow Available Recourse that would reduce the size of the Indemnity Escrow Available Recourse below what is otherwise contemplated to be available (including the timing thereof) to Acquiror and the Indemnified Parties pursuant to this Agreement. Notwithstanding the other provisions of this Agreement, any right of the Indemnifying Parties to receive any portion of the True-Up Escrow Available Recourse or the Indemnity Escrow Available Recourse, shall be subject to (and shall be reduced by), as applicable, the adjustments to the allocation, distribution, t...