Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a Common Share (with 5/100,000ths rounded upward).

Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in [Section 7.11] shall be made on a Pro Forma Basis with respect to any Specified Transaction.

Calculations. No Additional Share Issuance Obligation is conditioned upon, or determined in any way, by a Purchaser’s beneficial ownership of Shares at the time of any such Additional Share Issuance Obligation.

Calculations. All calculations under this Section 9 shall be made to the nearest share.

Computation of Interest and Fees; Pro Forma Calculations; Accounting Terms; Retroactive Adjustments of Applicable Percentage.

Calculations. All calculations with respect to the Conversion Price and adjustments thereto will be made to the nearest 1/100th of a cent (with 5/1,000ths rounded upward to the next 1/1,000th).

. In the event Takeda discovers a need for correction in calculating the amount of Net Sales made by Takeda during any previous Calendar Quarter, it shall promptly notify Ovid of such discovery. The Parties shall then discuss the validity and appropriateness of the correction. If the Parties agree that such correction should be made and collectively verify the amount to be corrected (or if correction is identified by an auditor pursuant to any audit contemplated by Section 7.10, then such amounts shall be included in the following Quarterly Report of Takeda; provided that only corrections for expenses that have occurred in the previous ​ prior to the date of the notice described in the first sentence of this Section 7.9 shall be eligible for correction. If the Parties do not agree on the validity or appropriateness of the requested correction, such dispute shall be referred to the Finance Officers for resolution. For the avoidance of doubt, neither Party shall have final decision‑making authority with respect to the validity or appropriateness of the requested correction.

The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the Financial Covenant, # after consummation of any Acquisitions permitted hereunder, # income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrowers and the Administrative Agent and # Indebtedness of a target which is retired in connection with any Acquisitions permitted hereunder shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and # after any Disposition permitted by Section 6.5, # income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the Property or Assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrowers and the Administrative Agent and

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence (Beweis des ersten Anscheins) of the matters to which they relate.