Adjustment in Certain Circumstances Sample Clauses

Adjustment in Certain Circumstances. In calculating the consideration payable under this Section 2.1, Parent and AcquisitionCo shall be entitled to rely on the representations and warranties contained in Section 5.2. If such representations and warranties are not correct, Parent shall have the right to reallocate the distribution of the Merger Consideration among the Participating Equity Holders accordingly, but without increasing or decreasing the aggregate Merger Consideration. Notwithstanding anything herein to the contrary, except as otherwise provided by Section 4.6(a), the Merger Consideration payable to the Participating Equity Holders and members of Company Management shall be without interest thereon.
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Adjustment in Certain Circumstances. In calculating the consideration payable under this Section 2.1, Parent shall be entitled to rely on the representations and warranties contained in Section 5.2. If such representations and warranties are not correct, Parent shall have the right to adjust the Merger Consideration and the Option Consideration accordingly and, notwithstanding anything else to the contrary contained in this Agreement, in no event shall the aggregate consideration payable by Parent, Acquisition or the Surviving Corporation to the holders of equity interests in the Company (including the Option Holders) in connection with the Merger or the other transactions contemplated hereby exceed such consideration payable assuming such representations, warranties and certificate are correct.
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Adjustment in Certain Circumstances. In calculating the consideration payable under this Section 2.1, Parent and AcquisitionCo shall be entitled to rely on the representations and warranties contained in Section 5.2. If such representations and warranties are not correct, Parent shall have the right to reallocate the distribution of the Aggregate Merger Consideration among the Participants so as to effect the intent of Sections 2.1(c) and 2.1(d) above, but without increasing or decreasing the Aggregate Merger Consideration. Notwithstanding anything herein to the contrary, the Aggregate Merger Consideration payable to the Participants shall be without interest thereon.
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Adjustment in Certain Circumstances. The applicable Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend or distribution, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares occurring on or after the date hereof and prior to the Effective Time, in each case which is effected in accordance with or otherwise permitted by the terms of this Agreement.
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Adjustment in Certain Circumstances. The Company's Board of Directors shall make appropriate adjustments in the number of shares subject to this Option and in the purchase price per share to give effect to any distribution of assets (other than regular dividends) or debt securities to holders of Common Shares or any change made in the number of outstanding Common Shares of the Company through a recapitalization, reclassification, combination, share dividend, share division, share combination or other similar change, provided that fractional shares shall be rounded to the nearest whole share. The Company shall give Optionee notice of any such adjustment.
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Adjustment in Certain Circumstances. In calculating the consideration payable under this Section 2.1, Parent shall be entitled to rely on the representations and warranties contained in Section 5.2. If such representations and warranties are not correct, Parent shall have the right to adjust the Merger Consideration accordingly but without reducing the Purchase Price and, notwithstanding anything else to the contrary contained in this Agreement, in no event shall the aggregate merger consideration payable by Parent, Sub or the Surviving Corporation to the holders of equity interests in the Company (including any holder of any Company Stock Option or Company Warrant) in connection with the Merger or the other transactions contemplated hereby exceed the Purchase Price. In addition, the conversion terms set forth in this Section 2.1 (including the determination of the Per Common Payment, the Per Series A Payment, the Per Series A-2 Payment, the Per Series A-3 Payment and the Per Series B Payment) are dependent upon the Purchase Price, determined as of the Closing Date, as adjusted pursuant to Section 2.2, being equal to or greater than $218,500,000. If the Purchase Price, determined as of the Closing Date, as adjusted pursuant to Section 2.2, is less than $218,500,000, then the conversion terms set forth in this Section 2.1 (including the determination of the Per Common Payment, the Per Series A Payment, the Per Series A-2 Payment, the Per Series A-3 Payment and the Per Series B Payment) shall be modified so as to comply with the provisions of Article IV(C)(2) of the Company Charter.
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Related to Adjustment in Certain Circumstances

  • Reinstatement in Certain Circumstances If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

  • Changes in Circumstances It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

  • Six-Month Delay in Certain Circumstances Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a “specified employee” (as defined in Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A‑3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Executive’s separation from service (or, if the Executive dies during such period, within thirty (30) days after the Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

  • Change in Circumstances SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

  • No Remedy in Certain Circumstances Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof or thereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take any action required herein, the other party shall not be entitled to specific performance of such provision or part hereof or thereof or to any other remedy, including but not limited to money damages, for breach hereof or thereof or of any other provision of this Agreement or part hereof or thereof as a result of such holding or order.