Value Adjustments. (a) If after the Cablevision Valuation Period has concluded, the Share Value exceeds the BHC Closing Value, B2HC shall distribute to RMG LLC, and RMG LLC shall contribute to BHC, demand promissory notes of B2HC in an amount sufficient to cause the BHC Closing Value to equal the Share Value; provided, however, that the aggregate principal amount of the B2HC demand promissory notes shall be capped at an amount that reduces RHMI's tax basis in B2HC to zero. If the Share Value continues to exceed the BHC Closing Value after giving effect to the demand promissory note distribution, then B2HC shall distribute to RMG LLC, and RMG LLC shall contribute to BHC, a portion of the B2HC Bravo Interest sufficient to cause the BHC Closing Value to equal the Share Value. If the value of the demand promissory notes and the B2HC Bravo Interest is greater than 10% of the value of B2HC, Section 2.07 of the Agreement shall apply.
Value Adjustments. 3.2.1 Adjustment for Cash and Excess Working Capital, Transaction Costs and Transaction Bonuses
Value Adjustments. In the event of dilution of the value of shares in the Company as the result of company operations carried out in the interests of the Company (for example, capital increases wholly or partially paid up, capital reductions with return of contributions, capital increases with the issue of shares at a price lower than their list price, reduction in the nominal amount of shares or share split or any other similar which in the view of the Company has the effect of dilution), the corresponding value adjustments shall be made in accordance with objective criteria as determined by the Company's auditors who shall report on the existence of the dilution and quantify the same.
Value Adjustments. In the event that (a) any of the events set forth in Section 7.14 shall occur, or (b) at any time determined by the Agent, the ratio (expressed as a percentage) that the aggregate outstanding principal balance of any Indebtedness secured in whole or in part by assets of the Borrower or a Joint Venture bear to the value (as determined by the Agent in its good faith discretion) of its assets securing such Indebtedness, shall exceed seventy-five percent (75%), or (c) at any time determined by the Agent, the ratio (expressed as a percentage) that the aggregate outstanding principal balance of any Indebtedness secured in whole or in part by assets of a Subsidiary of Borrower (including any Operating Company) or direct or indirect beneficial interests therein bear to the value (as determined by the Agent in its good faith discretion) of its assets securing such Indebtedness, shall exceed a loan-to-value ratio customary for similar loans to companies engaged in the business in which such Subsidiary or Operating Company is engaged, or (d) with respect to any Indebtedness which is extended to a Subsidiary of Borrower (including any Operating Company) on an unsecured basis, at any time determined by the Agent the ratio of the liabilities to assets of such Person shall exceed a leverage ratio determined by the Requisite Banks in their sole discretion (exercised in good faith), then the Requisite Banks may in their sole discretion (exercised in good faith) adjust the value of the assets and Net Income of such Person (which adjustment may be to reduce such value) for purposes of calculation of the covenants set forth in Section 9 hereof.
Value Adjustments. (a) Notwithstanding anything to the contrary herein, at any Closing occurring after the second Closing and prior to the Final Closing, if the average Rent per Site paid by TowerCo for all Sites to be included in the applicable Closing and all Included Sites included in all prior Closings exceeds $368,842, then TowerCo shall have the right to require SBCW to defer the Closing as to any Site or number of Sites in accordance with clause (c) below such that the average Rent per Site paid by TowerCo for all Sites included in the applicable Closing and all Included Sites included in all prior Closings does not exceed $368,842.
