Adjustment Price Clause Samples

The Adjustment Price clause defines the mechanism by which the originally agreed purchase price may be modified based on certain post-signing or post-closing factors. Typically, this clause outlines specific criteria or events—such as changes in working capital, inventory levels, or the discovery of undisclosed liabilities—that can trigger a recalculation of the final price. By providing a clear process for adjusting the price, this clause ensures that both parties are treated fairly if the actual financial position of the subject matter differs from initial assumptions, thereby reducing the risk of disputes and aligning the final transaction value with the true state of the business or asset.
POPULAR SAMPLE Copied 1 times
Adjustment Price. Except as provided in Section 6.8, if and ---------------- whenever the Company shall issue or sell any shares of its Common Stock for a consideration per share less than the Adjustment Price (as hereinafter defined) in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Adjustment Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (i) an amount equal to the sum of (a) the number of shares of all classes of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Adjustment Price, and (b) the consideration, if any, received by the Company upon such issue or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale. The Adjustment Price shall be the Warrant Price or, in the case an adjustment of such price has taken place pursuant to the provisions of this Section 6, then the Adjustment Price shall be the price as last adjusted and in effect at the date this Warrant (or any part thereof) is surrendered for exercise (such price or such price as last adjusted, if such price shall have been adjusted, being referred to herein as the "Adjustment Price"). If and whenever the Adjustment Price shall have been adjusted, the Warrant Price shall be forthwith adjusted to the price (calculated to the nearest cent) determined by multiplying the Warrant Price as then in effect by a fraction, the numerator of which shall be the Adjustment Price as so adjusted and the denominator of which shall be the Adjustment Price as in effect immediately prior to such adjustment. No adjustment of the Adjustment Price, however, shall be made in an amount less than $.10 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $.10 per share or more. For the purposes of this Section 6.1, the following Sections 6.2 to 6.7, inclusive, shall also be applicable: except that this Warrant shall be deemed exercised and outstanding for all purposes and computations under this Section 6.1 and the then current Adjustment Price shall be deemed the Warrant Price per share.
View SourceView Similar (3)
Adjustment Price. Adjustment Price If the number calculated in accordance with the foregoing formula is zero or a negative number, no Warrant Shares shall vest hereunder for such Vesting Date and the Holder shall not be obligated to transfer any shares of Common Stock to the Company.
View SourceView Similar (2)
Adjustment Price. Adjustment Price If the number calculated in accordance with the foregoing formula is zero or a negative number, the Holder shall not be obligated to transfer any shares of Common Stock to the Company. On each Vesting Date, the Company shall send a notice to the Holder setting forth in reasonable detail its calculation of the number of Warrant Shares which shall vest and be exercisable on such Vesting Date. Notwithstanding anything to the contrary set forth herein, if, on any Trading Day occurring after the Effectiveness Date during which (1) for the immediately preceding fifteen (15) Trading Days there was an effective Underlying Shares Registration Statement pursuant to which the Holder was permitted to resell Underlying Shares and (2) the average of the Per Share Market Values for the fifteen (15) Trading Days immediately preceding such date equaled or exceeded $25.50 (the "Threshold Price"), then this Warrant shall not vest for any Warrant Shares with respect to any Vesting Date that would occur after the expiration of such fifteen (15) Trading Day period, provided, that the application of this sentence shall have no effect on the vesting of Warrant Shares in respect of a Vesting Date unless all of the Trading Days used to calculate such fifteen (15) Trading Day average occurred prior to the 15th Trading Day immediately preceding such Vesting Date, but shall terminate vesting rights with respect to subsequent Vesting Dates, if any.
View SourceView Similar (2)
Adjustment Price. The term "Adjustment Price" shall mean the Base ---------------- Purchase Price (i) minus the amount by which Forty Million Two Hundred Thousand dollars ($40,200,000.00) (the "Base Net Worth") exceeds the Adjusted Net Worth, or (ii) plus the amount by which the Adjusted Net Worth exceeds the Base Net Worth, as applicable.
View Source
Adjustment Price. The Company shall, on the twenty-fifth (25th) day following the First Tranche 1 Adjustment Date (the "SECOND TRANCHE 1 ADJUSTMENT DATE"), issue to the Purchasers for no additional consideration such aggregate number of shares of Common Stock (the "SECOND TRANCHE 1 ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) 50% of the Tranche 1 Shares and (B) an amount equal to (x) the difference of (1) 112 1/2% of the Per Share Market Value of the Common Stock on the Tranche 1 Closing Date less (2) the average of the lowest ten (10) Per Share Market Values during the twenty-five (25) days immediately preceding the Second Tranche 1 Adjustment Date (the "SECOND TRANCHE 1 ADJUSTMENT PRICE") and (ii) the Second Tranche 1 Adjustment Price.
View Source

Related to Adjustment Price

  • Adjustment of Warrant Price The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

  • Settlement Price For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ATSG <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.