Adjustment to Account Sample Clauses

Adjustment to Account. The amount credited to the Account, plus dividend equivalents thereon, shall be deemed to be invested at all times in shares of Common Stock, in accordance with procedures established from time to time by the Board or its delegate. The Director acknowledges and agrees that the Company is not and shall not be required to make any investment in Common Stock in connection with this Agreement. The Board or its delegate may make or provide for such adjustments in the number of shares of Common Stock credited to the Account as the Board or its delegate, in its sole discretion exercised in good faith, may determine is equitably required in order to prevent dilution or enlargement of the Director’s rights that otherwise would result from (i) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board or its delegate, in its sole discretion exercised in good faith, may provide, in substitution for the Common Stock credited to the Account, such alternative consideration as it may determine to be equitable in the circumstances.
Sample 1
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Adjustment to Account. Upon Dividend by LMI If, prior to the date Employee receives a payment from Xxxx pursuant to this Agreement (a "Payment Date"), LMI pays any dividend (other than in LMI Common Stock) upon its Common Stock, or makes any distribution (other than in its Common Stock) with respect thereto, Employee's Account will be credited with additional Share Units, equivalent to that number of phantom shares of LMI Common Stock determined by dividing the amount of the dividend or other distribution allocable to the Share Units already credited to the Account as of the record date for the dividend or distribution, by 95% of the Fair Market Value of a share of LMI Common Stock on the fifth trading day after the payment date for the dividend or distribution. In the event that, prior to a Payment Date, the number of outstanding shares of LMI Common Stock is changed by reason of a stock split, stock dividend, combination of shares or recapitalization, or LMI Common Stock is converted into or exchanged for other shares as a result of a merger, consolidation, sale of assets or other reorganization or recapitalization, the number of Share Units then credited to Employee's Account will be appropriately adjusted so as to reflect such change (based upon the best estimate of Xxxx as to relative values). Nothing contained in this Agreement shall confer or be construed as conferring upon Employee any rights as a stockholder of LMI or any right to have access to the books and records of LMI or any subsidiary.
Sample 1
Adjustment to Account. Upon Dividend by LMI If, prior to the date Employee receives a payment from Xxxx pursuant to this Agreement (a "Payment Date"), LMI pays any dividend (other than in LMI Common Stock) upon its Common Stock, or makes any distribution (other than in LMI Common Stock) with respect thereto, Employee's Account will be credited with additional Share Units and Matched Share Units, equivalent to that number of phantom shares of LMI Common Stock determined by dividing the amount of the dividend or other distribution allocable to the Share Units and Matched Share Units already credited to the Account as of the record date for the dividend or distribution, by 95% of the Fair Market Value of a share of LMI Common Stock on the fifth business day after the payment date for the dividend or distribution. In the event that, prior to a Payment Date, the number of outstanding shares of LMI Common Stock is changed by reason of a stock split, stock dividend, combination of shares or recapitalization, or LMI Common Stock is converted into or exchanged for other shares as a result of a merger, consolidation, sale of assets or other reorganization or recapitalization, the number of Share Units and Matched Share Units then credited to Employee's Account will be appropriately adjusted so as to reflect such change (based upon the best estimate of Xxxx as to relative values). Nothing contained in this Agreement shall confer or be construed as conferring upon Employee any rights as a stockholder of LMI or any right to have access to the books and records of LMI or any subsidiary.
Sample 1
Adjustment to Account. The amount to be distributed pursuant to Section 2.04 shall be the lesser of (a) the Initial Account Credit or (b) 2,491,419 multiplied by (the Fair Market Value less $0.64).
Sample 1
Adjustment to Account. Upon Dividend by Xxxx If, prior to the date Employee receives the final distribution of amounts in his or her Account from Xxxx pursuant to this Agreement (the “Payment Date”), Xxxx pays any dividend (other than in Common Stock) upon its Common Stock, or makes any distribution (other than in Common Stock) with respect thereto, Employee’s Account will be credited with additional Share Units, equivalent to that number of Share Units determined by dividing the amount of the dividend or other distribution allocable to the Share Units already credited to the Account as of the record date for the dividend or distribution, by 95% of the Fair Market Value of a share of Common Stock on the payment date for the dividend or distribution (the “Dividend Payment Date”). Amounts to be credited under this Section 4 will be credited as soon as administratively practicable after the applicable Dividend Payment Date. In the event that, prior to the Payment Date, the number of outstanding shares of Common Stock is changed by reason of a stock split, stock dividend, combination of shares, reorganization or recapitalization, the number of Share Units then credited to Employee’s Account will be appropriately adjusted so as to reflect such change (based upon the best estimate of Xxxx as to relative values). Nothing contained in this Agreement shall confer or be construed as conferring upon Employee any rights as a stockholder of Xxxx or any right to have access to the books and records of Xxxx or any subsidiary.
Sample 1

Related to Adjustment to Account

  • Adjustment Payments At least annually, and more frequently throughout the year if mutually agreed to by the parties, an adjustment payment shall be made by the appropriate party in order that the payments remitted by LIA to each Fund with respect to the previous fiscal year shall equal the Excess Amount for that Fund.

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • Adjustment Payment If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

  • Adjustment to Purchase Price All indemnification payments pursuant to this Article IX shall be deemed to be adjustments to the Purchase Price.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Adjustment to Interest Rate Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Adjustment Due to Distribution If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

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