Adjustments to Principal Sample Clauses

Adjustments to Principal. (a) The Principal of this Note may be adjusted pursuant to Section 2.07 or Section 8.07 of the Merger Agreement.
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Adjustments to Principal. (a) The Principal of this Note may be adjusted pursuant to Sections 2.2(a) of the Purchase Agreement.
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Adjustments to Principal. (a) Upon the occurrence of an Event of Default and in the event the cash flow of Newco, defined for purposes of this Note to be Newco's operating cash flow determined in accordance with generally accepted accounting principles plus (i) borrowed money of Newco for capital expenditures and less (ii)(A) capital expenditures, (B) scheduled amounts of principal amortization as set forth on Schedule 3.2 hereto and (C) other principal amortization on debt incurred to fund Newco's operations, including amortization on borrowings to fund capital expenditures (and excluding optional prepayments and payments of principal under this Note) ("Cash Flow"), during the forty-eight (48) month period following the date hereof shall be less than $2,330,000 (which equals an average of $48,541.67 per month), or if calculated for a period shorter than forty-eight (48) months, the Cash Flow during such shorter period shall be less than the amount determined by multiplying $48,541.67 by the number of whole months or portions thereof in such shorter period, and Newco has been operated in all material respects in accordance with both the past operating practices of U.S. Tire Recycling Partners, L.P. and the ongoing written recommendations of the Holder(s), the amount of principal due and payable under ss.3.1 shall be reduced by an amount equal to seventy-five percent (75%) of (i) such actual or calculated shortfall in Cash Flow for the forty-eight month or shorter period, as the case may be, determined at the time of default, plus (ii) that amount equal to the interest heretofore paid by the Company under this Note that is in excess of the interest payable on the amount of principal as so adjusted in accordance with this section. During the term of this Note, the Company shall operate Newco as a wholly-owned subsidiary and shall not allocate overhead expense to Newco's operations except to the extent that such overhead expense applies directly to Newco's business and operations and based on Newco's predecessor's historical cost for such items.
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Adjustments to Principal. 1.1 This Note and Security Agreement ("Note") has been delivered in accordance with the Letter of Intent dated as of March 30, 2006 ("Letter of Intent") executed by and between Payor and Payee .
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Related to Adjustments to Principal

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Adjustments to Payments 11.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustments to Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

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

  • Adjustments to the Shares The applicable Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 4.

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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