Rounding adjustments Clause Samples

Rounding adjustments. Any ad- justment necessary to eliminate the section 467 loan because of rounding the yield to two or more decimal places must be taken into account as an ad- justment to the section 467 interest for the final rental period determined as provided in paragraph (e) of this sec- tion. (2) Yield of section 467 rental agree- ments for which constant rental amount or proportional rental amount is com- puted. In the case of a section 467 rent- al agreement to which § 1.467–1(d)(2)(i) or (ii) applies, the yield of the section 467 loan equals 110 percent of the appli- cable Federal rate (based on a compounding period equal to the length of the rental period). (3) Yield for purposes of applying para- graph (a) (4) of this section. For purposes of applying paragraph (a)(4) of this sec- tion, the yield of the section 467 loan balance of any party, or prior party, to a section 467 rental agreement for a pe- riod is the same for all parties and is the yield that results in the net ac- crual of positive or negative interest for that period equal to the amount of such interest that accrues under the terms of the rental agreement for that period. For example, if property sub- ject to a section 467 rental agreement is sold (transferred) and the beginning section 467 loan balance of the trans- feror (as described in § 1.467–7(e)(2)(i)) is positive and the beginning section 467 loan balance of the transferee (as de- scribed in § 1.467–7(e)(2)(ii)) is negative, the yield on each of these loan balances for any period is the same for all par- ties and is the yield that results in the net accrual of positive or negative in- terest, taking into account the aggre- gate positive or negative interest on the section 467 loan balances of both the transferor and transferee, equal to the amount of such interest that ac- crues under the terms of the rental agreement for that period.
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Rounding adjustments. The amount of cash into which shares of Company Capital Stock held by a Stockholder are convertible pursuant to Section 1.6(b), the amount of cash for which the Company Warrant is convertible pursuant to Section 1.7 and the amount of cash for which Company Vested Options held by an Optionholder are exchangeable pursuant to Section 1.8 shall be subject to rounding by the Company to the nearest one cent, in connection with the preparation of the Paying Agent Spreadsheet and the Optionholder Spreadsheet, in order that the amount of cash into which all Company Capital Stock is convertible and for which all Company Vested Options and the Company Warrant are exercisable shall, in the aggregate, equal the Merger Consideration. In addition, the amount of Merger Consideration paid to, and the amounts deposited in the Escrow Fund and the Expense Fund on behalf of, a Stockholder, an Optionholder or the Warrantholder pursuant to Section 1.9 shall be subject to rounding by the Company to the nearest one cent, in connection with the preparation of the Paying Agent Spreadsheet and the Optionholder Spreadsheet, in order that the amounts of cash deposited pursuant to the Escrow Agreement on behalf of all Stockholders, all Optionholders and the Warrantholder shall result in (a) an aggregate amount equal to $29,000,000.00 being deposited in the Escrow Fund and (b) an aggregate amount of $1,000,000.00 being deposited in the Expense Fund.
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Rounding adjustments. The aggregate amount of cash into which all shares of Company Capital Stock held by a Stockholder are convertible pursuant to Section 1.6(b) and the aggregate amount of cash for which all Company Vested Options held by an Optionholder are convertible pursuant to Section 1.6(b) shall be subject to rounding by the Company to the nearest one cent, in connection with the preparation of the Closing Payment Spreadsheet, in order that the aggregate amount of cash into which all Company Capital Stock is convertible and for which all Company Vested Options are exercisable shall, in the aggregate, equal the Merger Consideration. In addition, the amount of Merger Consideration paid to, and the amounts deposited in the Escrow Fund and the Expense Fund on behalf of, a Stockholder and a holder of Company Vested Options pursuant to Section 1.8 shall be subject to rounding by the Company to the nearest one cent, in connection with the preparation of the Closing Payment Spreadsheet in order that the amounts of cash deposited pursuant to the Escrow Agreement on behalf of all Stockholders and all holders of Company Vested Options shall result in (a) an aggregate amount equal to $25,000,000.00 being deposited in the Escrow Fund and (b) an aggregate amount of $150,000.00 being deposited in the Expense Fund.
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Related to Rounding adjustments

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner:

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one- hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

  • Closing Adjustments Adjustments to the Purchase Price shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified: 9.1 Prepaid rents and other prepaid charges collected by Seller from Tenant for the month of Closing shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or termination of the Lease. Any rents collected after closing shall be applied against the receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in which such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. 9.2 Real estate taxes, water, electricity, sewer, gas, telephone and other utilities and charges which are paid directly by Tenant under the Lease shall not be prorated. 9.3 To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of (i) ad valorem taxes, (ii) tenant reimbursables of taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be final no later than six (6) months after Closing.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.