Valuation Adjustments Sample Clauses

Valuation Adjustments. The economic provisions of this Agreement are predicated upon estimates of the fair market value of various assets, properties and interests as of the date of the contributions or distributions, which in turn were based upon estimates, studies and reports prepared prior to the closing date of the applicable transaction. To the extent it is determined that the actual fair market value of those assets, properties and interests as of the closing date is materially different from the pre-closing estimates, the parties agree to make post-closing adjustments by applying the revised fair market values as of the closing date to the economic provisions of this Agreement in order to achieve as closely as possible the intended relative economic balance between the interests of the parties. The parties agree to fully cooperate and to execute any and all documents and, if required, transfer funds, assets or property to achieve this result. The parties intend for all such adjustments to be effective as if they had taken place at the original closing date.
Sample 1
AutoNDA by SimpleDocs
Valuation Adjustments. As of each Valuation Date, each Participant's Accounts shall be adjusted in the following order and manner:
Sample 1
Valuation Adjustments. Some commenters suggested that examiners should be required to provide empirical data to support collateral valuation adjustments made by examiners during loan reviews. The proposed Statement suggested such adjustments be made when a financial institution was unable or unwilling to address weaknesses in supporting loan documentation or appraisal or evaluation processes. For further clarification, the agencies affirmed that the role of examiners is to review and evaluate the information provided by financial institution management to support the financial institution’s valuation and not to perform a separate, independent valuation. Accordingly, the final Statement explains that the examiner may adjust the estimated value of the collateral for credit analysis and classification purposes when the examiner can establish that underlying facts or assumptions presented by the financial institution are irrelevant or inappropriate for the valuation or can support alternative assumptions based on available information.
Sample 1
Valuation Adjustments. (a) If, on the effective date of the IPO, the aggregate value of the shares of Common Stock (as measured by the per share offering price of the shares of Common Stock offered in the IPO) owned by non-management stockholders of Holdings to be identified at the Closing (the "Non-Management Stockholders") is less than $15,000,000 (the amount of such shortfall being hereinafter referred to as the "Shortfall"), the Investor and management stockholders of Holdings to be identified at the Closing (the "Management Stockholders") shall, within five business days of the Closing of the IPO, issue to the Non-Management Stockholders such additional number of shares of Common Stock as shall have a value equal to the Shortfall, rounded down to the nearest whole share, with the Investor contributing 60% of the Shortfall, rounded down to the nearest whole share, and the Management Stockholders contributing 40% of the Shortfall, pro rata, rounded down to the nearest whole share.
Sample 1
Valuation Adjustments. The value of any property contributed to the Partnership under Sections 5.1 or 5.2, above, shall be adjusted for all purposes of this Agreement to reflect any value determined in a final valuation report obtained or accepted by the Partnership in connection with the contribution.
Sample 1
Valuation Adjustments 
Sample 1

Related to Valuation Adjustments

  • 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.

  • Compensation Adjustments Any compensation agreed to hereunder may be adjusted from time to time by mutual agreement by attaching revised Schedules A or B to this Agreement.

  • Inflation Adjustment The dollar amounts indicated in Section 3.2(f) shall be adjusted for inflation during the term of this Agreement based on the Consumer Price Index published for [insert applicable index] commencing on the Acquisition Effective Date.

  • 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.

  • 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.

  • Antidilution Adjustments The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • 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.

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided that no such adjustment shall result in any increase or decrease of the Aggregate Merger Consideration.

  • Downward Adjustments The Purchase Price shall be adjusted downward by the following:

Time is Money Join Law Insider Premium to draft better contracts faster.