The Adjustment dates for reclassification due to increased post- secondary education, shall be the opening day of the school year or February 1. Upon obtaining the required education, the teacher must submit proof of qualifications in the form of a TQS evaluation. The teacher must submit proof prior to November 30 to receive a retroactive adjustment effective the opening day of the school year or prior to April 30 to receive a retroactive adjustment effective February 1. Failure to do so will result in adjustments being made on the first month next following the month of submission, unless the submission of proof is beyond the control of the teacher.
The Adjustment. Escrow Agent shall not be liable to pay any Tax, if any, on any interest or other investment income earned on the Adjustment Escrowed Funds, it being the understanding of the parties that any such Tax shall be the responsibility of the party or parties entitled to receive the Adjustment Escrowed Funds and any such interest or other investment income, allocated between parties on the basis of the relative portions of the Adjustment Escrow Account to be paid to Purchaser and the Company or the Fund Holder, as the case may be, respectively, pursuant to Section 4(a) hereof
The Adjustment. Premium is subject to approval by XL Mid Ocean's Appointed Actuary and the Cedant undertakes to procure that its Appointed Actuary delivers to XL Mid Ocean's Appointed Actuary all relevant working papers of its Appointed Actuary in respect of his calculation of the Adjustment Premium. If XL Mid Ocean's Appointed Actuary does not approve the calculation by the Cedant's Appointed Actuary within 10 Business Days of receipt of the calculation, such dispute will be determined in accordance with the provisions of clause 6.6. If XL Mid Ocean fails to object in writing to the calculation within the time period contemplated by this clause 6.4.2, XL Mid Ocean shall be deemed to have approved same.
The Adjustment. Seller represents and warrants to Purchaser that (i) †, an individual (“†”), directly or indirectly owns (assuming † has not assigned such interests without notice to Seller, although the terms of this Section and definitions herein shall continue to apply even if † has assigned such interests) certain interests in †, †, and † (the “†/† Entities”). Schedule 1.5 sets forth the Projects to which the †/† Economic Interests relate (the “†/† Projects”). The Economic Interests held by the †/† Entities are the “†/† Economic Interests”, and the Seller Obligations that relate to the †/† Projects, the †/† Economic Interests and/or the †/† Entities are referred to herein as the “†/† Seller Obligations”. Schedule E to this Agreement shows the Allocated Value for (a) 100% of the †/† Economic Interests, (b) Seller’s portion of the †/† Economic Interests (such portion being referred to herein as “Seller’s Portion of the †/† Economic Interests”) and (c) †’s portion of the †/† Economic Interests (such portion being referred to herein as “†’s Portion of the †/† Economic Interests”). Seller shall use commercially reasonable efforts to obtain all necessary consents and/or assignments from †, such that 100% of the †/† Economic Interests can be transferred to Purchaser at Closing in the same manner and on the same terms and conditions as the other Purchased Interests and for the Allocated Value assigned to the †/† Economic Interests as set forth on Schedule E to this Agreement (such consents and/or assignments from † are referred to herein as the “Required † Consents” and are also Required Consents). If, however, Seller is not able to obtain the Required † Consents, then Purchaser must make one of the following elections (to be determined in the sole and absolute discretion of Purchaser):
The Adjustment. The Purchase Price shall be (i) increased dollar for dollar in the event that the aggregate amount of the current assets (cash, accounts receivable less than 30 days after the due date of the invoice, good and usable inventory consistent with the Inventory Protocol, deposits and prepaid expenses) minus the current liabilities (accounts payable, customer deposits and short term liabilities excluding interest bearing debt) reflected on the Audited Closing Balance Sheet (the "Net Current Assets") is greater than $3,000,000 (the "Base Amount"), or (ii) decreased dollar for dollar in the event that the aggregate amount of Net Current Assets reflected on the Audited Closing Balance Sheet is less than the Base Amount. If the Audited Closing Balance Sheet shows Net Current Assets greater than the Base Amount, then Buyer shall be
The Adjustment. 4.4 The “Incentive Payment Reduction” will be equal to the amount of the Incentive Payments made but subject to a cap equal to the difference between the sum of the past service reserves (calculated using the assumptions in the Statement of Funding Principles for the deferred pensioners and active members who elect to transfer) and the sum of their standard cash equivalents. The Incentive Payment Reduction will be calculated at the same date(s)as the cash equivalents.
The Adjustment. Amount 5.1.1 Foreign Qualification of Rudy's 5.1.2 Officers and Directors of Rudy's 5.2 Subsidiaries 5.6 No Violation 5.8 No Undisclosed Liabilities 5.9 Certain Changes 5.10.1 Owned Real Properties 5.11.1 Leases 5.12.1 Restaurants 5.12.2
The Adjustment. Following the Closing, the Purchase Price shall be adjusted in the amount equal to the Net Working Capital Adjustment. If the Net Working Capital Adjustment is positive (i.e., Closing Date Net Working Capital is greater than the Base Net Working Capital), the Purchase Price shall be increased by the amount of the Net Working Capital Adjustment. If the Net Working Capital Adjustment is negative (i.e., Closing Date Net Working Capital is less than the Base Net Working Capital), the Purchase Price shall be reduced by the amount of the Net Working Capital Adjustment.
The Adjustment. As stated in the Board Letter, the calculation of the Adjustment is made reference to the “Supplementary guidance on adjustments to the exercise price and number of share options” issued by the Stock Exchange on 5 September 2005 (the “2005 Supplementary Guidance”) and is extracted as below: Adjustment formula: 1New conversion price = Existing conversion price xF Where CUMF =TEEP CUM = Closing price as shown in the Daily Quotation Sheet of the Exchange on the last day of trading before going Ex-Entitlement TEEP (Theoretical Ex Entitlement Price) =CUM + [M x R] 1 + M M = Entitlement per existing Share R = Subscription PriceAs set out in the circular of the Company dated 28 March 2011 in relation to the Rights Issue, we note that the entitlement per existing Share (M) was 30 and subscription price was HK$0.08 per rights shares. Based on the above formula and the closing price as shown in the Daily Quotation Sheet of the Exchange on the last day of trading before going Ex-Entitlement (CUM) was HK$2.13, the Theoretical Ex Entitlement Price (TEEP) would be approximately HK$0.146 and Factor (F) will be 14.576. Based on the above formula, the Conversion Price will be adjusted from HK$4.00 per conversion Share to HK$0.274 per conversion Share. The number of new Shares to be issued under the adjusted conversion price of HK$0.274 will be 175,182,481 Shares, representing (i) approximately 189.44% of the issued share capital of the Company as at the Latest Practicable Date; (ii) approximately 6.11% of the issued share capital of the Company after the completion of the Rights Issue; (iii) approximately 4.29% of the issued share capital of the Company after the completion of the Rights Issue and the full conversion of the Placing Convertible Notes; and (iv) approximately 4.11% of the issued share capital of the Company after the completion of the Rights Issue, full conversion of the Placing Convertible Notes and the full conversion of the Convertible Bonds at the adjusted conversion price of HK$0.274 per conversion Share. Save for the aforesaid adjustment in the conversion price and the number of new shares to be issued under the adjusted conversion price of HK$0.274, the Directors confirm that there would not be any changes in the terms and conditions of the Convertible Bonds. We have reviewed the terms of the Convertible Bonds and considered the adjustment mechanism of the Convertible Bonds is rather similar as stated in the 2005 Supplementary Guidance. We have also re...
The Adjustment. In the event that the waiver for the Founder’s undertaking for a further period of lock-up at the expiration of the madatory lock-up of the shares of Deppon Logistics Co., Ltd. (the “Listed Company”, together with its subsidiaries, the “Listed Group”) held directly and/or indirectly by him (the “Voluntary Lock-up”) is obtained prior to the Closing of the First Instalment, the Founder shall transfer an additional 5,660,718 shares of the Target Company at the First Instalment and the amount of shares to be transferred at the Second Instalment shall be reduced accordingly (the “Adjustment”). In respect of the Founder, the number of shares to be transferred after the Adjustments shall be as follows: First Instalment: 10,248,138 shares of the Target Company (representing approximately 10.9168% equity interest in the Target Company), at the consideration of RMB 980,005,345.82. Second Instalment: 28,186,396 shares of the Target Company (representing approximately 30.0255% equity interest in the Target Company), at the consideration of RMB 2,695,398,789.46.