Subscriber Adjustments Clause Samples
The Subscriber Adjustments clause defines the terms under which changes can be made to a subscriber's account, services, or obligations under an agreement. Typically, this clause outlines the process for modifying subscription details, such as upgrading or downgrading service levels, changing payment terms, or updating contact information. It may also specify notice requirements or limitations on the frequency and scope of adjustments. The core function of this clause is to provide a clear and structured mechanism for managing changes to a subscriber's arrangement, thereby reducing disputes and ensuring both parties understand how modifications are handled.
Subscriber Adjustments. In the event that there is a difference in the adjustments to the Purchase Price as initially determined and the Purchase Price as finally determined pursuant to Section 2.1(c), the Stockholder shall deliver to Acquiror the certificate evidencing the shares of Acquiror Preferred Stock issued to the Stockholder at Closing, and Acquiror shall cancel such certificate, and issue a new certificate to the Stockholder evidencing the number of shares of Acquiror Preferred Stock to be issued to the Stockholder based upon the Purchase Price as finally determined pursuant to Section 2.1(c). The parties acknowledge and agree that the adjustment pursuant to this Section 2.3 may result in a decrease in the Purchase Price paid on the Closing Date.
Subscriber Adjustments. If the CATV Systems serve fewer than two thousand six hundred fifty (2,650) Equivalent Subscribers at the Group A Closing Date, to an amount determined by multiplying the Purchase Price by a fraction, the numerator of which is the actual number of Equivalent Subscribers at the Group A Closing Date, and the denominator of which is two thousand six hundred fifty (2,650); or
Subscriber Adjustments. The Closing Statement shall also certify, as of the Closing Date for the Base Period (defined in subsection 1.3(b)(ii) below) the number of Cable Subscribers and Billable Phone Subscribers. If there are less than an aggregate of 42,069 Cable Subscribers and Billable Phone Subscribers on the Closing Date, the "Subscriber Adjustment Amount" shall be a negative number equal to the product of (A) $1,750 multiplied by (B) the difference between the aggregate number of Cable Subscribers and Billable Phone Subscribers and 42,069. If there are more than an aggregate of 42,069 Cable Subscribers and Billable Phone Subscribers at the Closing Date, the "Subscriber Adjustment Amount" shall be a positive number equal to the product of (A) $1,750 multiplied by (B) the difference between the aggregate number of Cable Subscribers and Billable Phone Subscribers and 42,069.
Subscriber Adjustments. (i) If the Group A Systems serve greater or fewer than two thousand seven hundred ninety-nine (2,799) Equivalent Subscribers at the Closing Date, to an amount determined by the following: [$1,000 * (Actual Equivalent Subscribers at Closing - 2,799)] provided, that the maximum increase or decrease of the Purchase Price pursuant to this Subsection 3.2.1(a)(i) will be One Hundred Forty Thousand Dollars ($140,000); and
(ii) If the Group B Systems serve greater or fewer than eight hundred eighty-five (885) Equivalent Subscribers at the Closing Date, to an amount determined by the following: [$1,000 * (Actual Equivalent Subscribers at Closing - 885)] provided, that the maximum increase or decrease of the Purchase Price pursuant to this Subsection 3.2.1(a)(ii) will be Twenty Five Thousand Dollars ($25,000); or
Subscriber Adjustments. (i) The Closing Statement shall ---------------------- also certify the number of EBUs as of three Business Days prior to the Closing Date for all the systems of Phonoscope and the Companies used or held for use in the Business. If there are less than an aggregate of 23,200 of such EBUs at the Closing, the Purchase Price payable to the Sellers at Closing shall be decreased by an amount equal to the product of (A) $1,522 multiplied by (B) the difference between the aggregate number of EBUs and 23,200. If there are more than an aggregate of 23,200 of such EBU's at the Closing, the Purchase Price payable to the Sellers at Closing shall be increased by an amount equal to the product of (A) $1,522 multiplied by (B) the difference between the aggregate number of EBU's and 23,200, provided, that the maximum increase in the Purchase Price -------- pursuant to this Section 1.3(c) shall be no more than $1,522,000.
(ii) If (x) there is a Purchase Price adjustment pursuant to Section - 1.3(c) (i), and (y) subscribers and revenue relating to properties served by - Phonoscope and the Companies have been excluded from the definition of EBUs (pursuant to clause (f) of such definition) because such properties had previously received cable services from Buyer or its Affiliates ("Excluded Properties"), then the Purchase Price payable to the Sellers shall be increased by an amount equal to Phonoscope's and the Companies' reasonable, direct out-of-pocket costs (including sales commissions paid to employees and outside sales persons and the fees of outside legal counsel, but excluding overhead, administration costs and profit) of obtaining Rights of Entry ("Direct Right of Entry Costs") to Excluded Properties up to a number of Excluded Properties that, had such properties been included in the definition of EBUs, there would not have been any Purchase Price adjustment pursuant to Section 1.3(c) (i), provided, that such adjustment shall -------- be made only to the extent such expenses are reasonably documented and such documentation is delivered to Buyer not less than two Business Days prior to the Closing.
(iii) If (x) as of the EBU Evaluation Date there are subscribers and - revenue relating to properties served by Buyer (or its Affiliates) that were (pursuant to clause (g) of the definition of EBUs) deemed to be those of Phonoscope and the Companies ("Duplicate Properties"), and (y) had the subscribers and revenue relating to such Duplicate Properties been excluded from the d...