Potential Adjustment Sample Clauses

The Potential Adjustment clause allows for modifications to certain terms or conditions of an agreement in response to specified events or changes in circumstances. Typically, this clause outlines the triggers that may lead to an adjustment, such as changes in law, market conditions, or performance metrics, and describes the process for determining and implementing the adjustment. Its core practical function is to provide flexibility and ensure fairness by enabling the contract to adapt to unforeseen developments, thereby reducing the risk of disputes or inequitable outcomes.
Potential Adjustment. Each of Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value Per Share, Excluding AOCI may be adjusted by the Committee from time to time following the date of this Agreement to account for the effects of unusual or non-recurring accounting impacts or changes in accounting standards or treatment or any other unusual or extraordinary items as determined by the Committee from time to time.
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Potential Adjustment. Any portion of the Employee's insurance allocations 25 remaining after subtracting the cost of mandatory and medical insurance premiums 26 will be pooled for the sole benefit of other bargaining unit Employees with out-of- 27 pocket medical insurance premium costs. This monthly pool amount will be 28 calculated in October. Each month, each Employee with out-of-pocket costs will 29 be credited with an equal dollar amount of the pool up to the total cost of the 30 Employee's out-of-pocket cost for premiums, or until the pool is exhausted, 31 whichever comes first. 33 If after pooling there remain employees with out of pocket medical insurance costs, 34 the district will provide additional dollars up to the amount of the state retiree 35 subsidy (carve-out).
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Potential Adjustment. As promptly as possible following the date of this Agreement, Deloitte & Touche, LLP ("D&T") shall commence and, prior to the Closing Date, complete an audit of the Company's balance sheet at December 31, 1996. This balance sheet shall be presented in accordance with generally accepted accounting principles ("GAAP"), consistently applied, and the net worth of the Company shall be stated therein (the "December 31, 1996 Net Worth"). The December 31, 1996 Net Worth, as adjusted by D&T in connection with the audit shall be referred to as the "Audited Net Worth." In determining the Audited Net Worth, D&T may (I) make reasonable adjustment to or establish reasonable reserves for uncollectible accounts receivable, (II) adjust the book value of the Company's inventory, other assets or liabilities to account for under- or over-valued inventory, other assets or liabilities, as the case may be, and/or (III) make any other adjustments that the auditors deem necessary or appropriate in order to state the Audited Net Worth in accordance with GAAP. Following completion of such audit, the Company shall deliver a written notice to Bristol setting forth the Audited Net Worth. If the Audited Net Worth is less than the Presumed Company Net Worth, then the Aggregate Consideration shall be decreased by the number of shares of Bristol Common Stock equal to (A) the Presumed Net Worth less the Audited Net Worth, times (B) four (4), divided by (C) the Effective Bristol Share Price (the "Adjusted Consideration").
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Potential Adjustment. (i) As promptly as practicable following the Closing Date, and in no event more than 30 days following the Closing Date, the Stockholders shall deliver to USOP a certificate (the "Net Worth Certificate"), signed on behalf of the Company and by the Stockholders setting forth the net worth of the Company as of the Closing Date, determined in the same manner as the Presumed Company Net Worth is determined as set forth in Section 1.2(d) (the "Closing Date Net Worth"). As promptly as practicable following the delivery of the Net Worth Certificate to USOP, USOP shall cause Price Waterhouse LLP to audit the information included in the Net Worth Certificate applying generally accepted accounting principles to determine the accuracy of the Closing Date Net Worth. Following completion of such Price Waterhouse LLP audit, USOP shall deliver a written notice (the "Share Adjustment Notice") to the Stockholders setting forth USOP's determination of the Closing Date Net Worth. Subject to Section 1.2(e)(ii) below, if USOP's determination of the Closing Date Net Worth (the "Audited Net Worth") is less than the Presumed Company Net Worth, then the Aggregate Consideration shall be decreased by the number of shares of USOP Common Stock (the "Adjustment Shares") equal to (I) the Presumed Net Worth less the Audited Net Worth divided by (II) the Effective USOP Share Price (as defined below). For purposes of this Agreement, the "Effective USOP Share Price" shall mean the price equal to the sum of (A)(I) the closing price per share of USOP Common Stock on August 20, 1996 plus (II) the closing price per share of USOP Common Stock on the Closing Date (or, if such date is not a trading day, the last trading date prior to such day) plus (III) the Interim Period Average (as defined below) divided by (B) three. The term "Interim Period Average" means the sum of the closing prices of USOP Common Stock on every trading day from and including the date referenced in clause (I) above and through and including the date referenced in clause (II) above, divided by the number of trading days included in such period. The closing price of USOP Common Stock on a trading day, for purposes of this calculation, shall be the day's last trade price as reported by NASDAQ. The above formulas shall be equitably adjusted for any Stock Events occurring after the date of this Agreement.
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Potential Adjustment. 11.1 If after the Effective Date and the implementation of the IDC Subscription Agreement and prior to the Second Effective Date, Platmin intends: 11.1.1 issuing any Platmin Shares pursuant to a rights issue; 11.1.2 issuing any Platmin Shares pursuant to a capitalisation issue; 11.1.3 sub-dividing or consolidating any of its Platmin Shares; or 11.1.4 taking any other action in respect of its share capital, which will as direct result thereof reduce the percentage which the Additional BBKT IBMR Consideration Shares, once issued, constitutes of Platmin‘s issued share capital below the percentage which the Additional BBKT IBMR Consideration Shares, once issued, would have constituted of Platmin‘s issued share capital had such action not been taken then immediately before Platmin implements any such action, it shall deliver a written notice (the “Adjustment Notice”) to BBKT informing it of: (a) the relevant action which Platmin intends undertaking; (b) the percentage (or percentage range) by which the Additional BBKT IBMR Consideration Shares, once issued, will be reduced as a result of the implementation of such action; and (c) the mechanism in terms of which Platmin makes an offer to BBKT, which, if accepted by BBKT, will increase the percentage which the Additional BBKT IBMR Consideration Shares, once issued, to the percentage which such Platmin Shares would have constituted of Platmin‘s issued share capital had such action not been taken. 11.2 If BBKT wishes to dispute any aspect of the Adjustment Notice, then it shall by not later than 5 (five) Business Days after the receipt thereof send a written dispute notice setting out the particular aspects of the Adjustment Notice which it wishes to dispute and its allegations in relation thereto (the “Dispute Notice”) to Platmin, failing which BBKT shall be deemed to have accepted the content of the Adjustment Notice and, in particular, the mechanism in terms of which Platmin will increase the percentage which the Additional BBKT IBMR Consideration Shares, once issued, to the percentage which such shares would have constituted of Platmin‘s issued share capital had the relevant action contemplated in clauses 11.1.1 to 11.1.4 not been taken. 11.3 If BBKT timeously delivers the Dispute Notice to Platmin, then BBKT and Platmin shall meet with one another by not later than the 5th (fifth) Business Days after the receipt by Platmin of the Dispute Notice in order to attempt to resolve the issues set out in the dispute n...
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Potential Adjustment. In the event that ▇▇▇▇▇ Group shall, pursuant to that certain Loan Agreement dated as of November 1, 2007 between the Company and ▇▇▇▇▇ Group elect to receive the Revenue Stream Payment (as defined in such Loan Agreement) in lieu of the Warrant contemplated by such Loan Agreement, or such Warrant is otherwise cancelled, then in such event each holder of Company Common Stock shall be entitled to an additional 0.2848 shares of Parent Common Stock.
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Related to Potential Adjustment

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • Supervisory Differential Adjustment The Appointing Officer shall adjust the compensation of a supervisory employee whose compensation grade is set herein subject to the following conditions:

  • Annual Adjustment From January 1 of the next year, the loan interest rate shall be adjusted, on the basis of the LPR recently published, in accordance with the increased or decreased percentage points agreed herein;

  • RENTAL ADJUSTMENT Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.