Waiver of Adjustments Sample Clauses

Waiver of Adjustments. Notwithstanding any other provisions of this Article 6, with the written consent of the Corporation, the Series B Majority Holders shall be entitled, on behalf of all Series B Holders, to waive any entitlement to an adjustment to the Conversion Value under this Article 6. Any such waiver by the Series B Majority Holders must be in writing and shall only be effective as to the particular adjustment being waived. In such event, notice of such waiver shall be sent to all Series B Holders and Series A Holders in accordance with Section 8.2.
Sample 1
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Waiver of Adjustments. Effective as of the Additional Closing Date, the Investor hereby waives any adjustments to the conversion price of the Initial Note solely as a result of the issuance by the Company of any “Excluded Securities” (as defined in the Additional Note).
Sample 1
Waiver of Adjustments. MHR hereby agrees to waive any adjustments that otherwise would occur as the result of the issuance of the New Warrants hereunder to any rate of conversion or exchange or to the exercise price or conversion price of any of the Emisphere securities held by MHR and listed on Exhibit C hereto.
Sample 1
Waiver of Adjustments. Xxxx hereby waives any adjustment to the Conversion Price of the Convertible Note that could otherwise be effected pursuant to Section 4.3 of the Convertible Note due solely to the consummation of the Merger, provided that the Merger Closing occurs on or before the Merger Deadline in accordance with the terms of the Final Merger Agreement.
Sample 1
Waiver of Adjustments. Notwithstanding anything herein to the contrary, any downward adjustment of the Exercise Price may be waived, either prospectively or retroactively and either generally or in a particular instance, by the consent of the Holder. Any such waiver shall bind all future holders of shares of the Warrant.
Sample 1
Waiver of Adjustments. In the event that the Company proposes to sell shares of its capital stock in a financing at a price per share less than the conversion price of the Series B-2 Preferred Stock then in effect (currently $2.13 per share), GSK may, but shall have no obligation to, consider, on a case by case basis, at its sole discretion, to reduce its Series B-2 Preferred conversion price to be equal to the then current Series B-1 Preferred conversion price (currently $1.70 per share) such that the Series B-2 Preferred anti-dilution adjustment will be affected the same as Series B-1 Preferred anti-dilution adjustment in such financing.
Sample 1
Waiver of Adjustments. OCR and Chemed hereby agree that notwithstanding the terms of the Chemed Warrants, OCR and Chemed hereby waive any adjustment to the number of shares of Common Stock issuable under each Chemed Warrant and any adjustment to the Purchase Price per share (as such term is defined in the Chemed Warrants) as a result of the issuance of a new warrant to NationsBank, N.A. ("NationsBank") to purchase up to 291,918 shares of the Corporation's Common Stock (the "NationsBank Warrants") pursuant to an amendment to the Corporation's existing credit facility with NationsBank. Vitas, OCR and Chemed hereby agree that promptly following the issuance of the NationsBank Warrants, and in any event no later than 20 days following the date of such issuance, Vitas, OCR and Chemed shall enter into a mutually acceptable acknowledgment, stipulation and waiver as to the effect on the Chemed Warrants of such NationsBank Warrants becoming exercisable, if at all, such acknowledgment, stipulation and waiver to be in a form substantially similar to the AS&W.
Sample 1
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Waiver of Adjustments. Any adjustment of the Exercise Price otherwise required to be made hereunder may be waived with the written consent of the Holder and the Company.
Sample 1
Waiver of Adjustments. Notwithstanding any other provisions of this Article 6, with the written consent of the Corporation, the Class 1 Majority Holders shall be entitled, on behalf of all Class 1 Holders, to waive any entitlement to an adjustment to the Conversion Value under this Article 6. Any such waiver by the Class 1 Majority Holders must be in writing and shall only be effective as to the particular adjustment being waived. In such event, notice of such waiver shall be sent to all Class 1 Holders in accordance with Section 8.2.
Sample 1

Related to Waiver of Adjustments

  • Effect of Adjustments Unless the Company shall have exercised its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a Preferred Share (calculated to the nearest one-hundred thousandth of a Preferred Share) obtained by (i) multiplying (x) the number of one one-hundredths of a Preferred Share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

  • Notification of Adjustments With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby.

  • Notice of Adjustments Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

  • Certification of Adjustments Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly prepare a certificate signed by its Chief Executive Officer, its President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment.

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Certificate of Adjustments Upon each adjustment of the Exercise Price and/or Exercise Shares, the Company shall promptly notify the Holder in writing and furnish the Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based.

  • Notice of Adjustments and Certain Other Events (a) Whenever the Settlement Rate is adjusted as herein provided, the Company shall:

  • Notice of Adjustment Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall be certified by the Chief Financial Officer of the Company.

  • Right of Set-Off; Adjustments Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or any of its Affiliates) to or for the credit or the account of any Credit Party against any and all of the obligations of such Person now or hereafter existing under this Credit Agreement, under the Notes, under any other Credit Document or otherwise, irrespective of whether such Lender shall have made any demand under hereunder or thereunder and although such obligations may be unmatured. Each Lender agrees promptly to notify any affected Credit Party after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.2 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

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