Common use of Adjustment of Consideration Clause in Contracts

Adjustment of Consideration. (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

Adjustment of Consideration. (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO EMV Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO EMV Shares, then the Consideration to be paid per TransGlobe EMV Share shall be appropriately adjusted to provide to TransGlobe EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe ShareConsideration. (b) If on or after Notwithstanding anything in this Agreement to the contrary, if, between the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to this Agreement and the Effective Time, the issued and outstanding Xos Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding Xos Shares, then the Consideration to be paid per TransGlobe EMV Share shall be appropriately adjusted to provide to TransGlobe EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amountConsideration. (c) If on or after the date hereof, VAALCO EMV declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders EMV Shareholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii))Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe ShareConsideration. For greater certainty, if VAALCO EMV takes any of the actions referred to above, the aggregate Consideration shall be decreased by an equivalent amount. (d) If on or after the date hereof, Xos declares, sets aside or pays any dividend or other distribution to the Xos Stockholders of record as of a time prior to the Effective Time, then the Consideration shall be paid appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by AcquireCo this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration. For greater certainty, if Xos takes any of the actions referred to above, the aggregate Consideration shall be increased by an equivalent amount. (e) Following the final determination of the Net Cash as of the Anticipated Effective Time in accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

Adjustment of Consideration. Notwithstanding anything to the contrary contained in this Agreement, if, (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Common Shares or the issued and outstanding Acquiror Shares shall have been changed into a different number of shares or a different class by reason of any split or consolidation stock split, reverse stock split, stock dividend (other than dividend equivalents paid to members of the issued Board under the terms of Stock Options or DSUs outstanding on the date hereof), reclassification, redenomination or the like, (b) between the date of this Agreement and outstanding VAALCO Sharesthe Effective Time, Acquiror shall pay any dividend or other distribution on the Acquiror Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), or (c) at the Effective Time, Company's representation and warranties in Section (e) of Schedule C (Capitalization of Company) or Acquiror's representations and warranties in Section (m) of Schedule D (Capitalization of Acquiror) are not true in any non-de minimis respect relating to the number of fully diluted shares outstanding, then the Consideration to be paid per TransGlobe Common Share and any other dependent items (i) shall be appropriately adjusted adjusted, in the case of (a) and (b) above, to provide to TransGlobe Shareholders Company and Acquiror and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend Common Share or other distribution dependent item, subject to the TransGlobe Shareholders of record as of a time prior to the Effective Timefurther adjustment in accordance with this sentence, then the Consideration to be paid per TransGlobe Share and/or (ii) shall be appropriately adjusted adjusted, in the case of (c) above, to provide to TransGlobe Shareholders Company and Acquiror and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to assuming such action representations and warranties are true and correct in all such respects as written and as so adjusted shall, from and after the date of such event, shall be the Consideration to be paid per TransGlobe ShareCommon Share or other dependent item, subject to further adjustment in accordance with this sentence. For greater certainty, if TransGlobe takes any Any adjustment to the Consideration pursuant to this Section 2.11 shall maintain the same proportion of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect cash and Acquiror Shares as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amountadjustment.

Adjustment of Consideration. (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Pan American Shares shall have been changed into a different number of shares by reason of any sub-division, split or consolidation (or similar process) of the issued and outstanding VAALCO Pan American Shares, then the Consideration Pan American Shares to be paid per TransGlobe Yamana Share shall be appropriately adjusted to provide to TransGlobe Yamana Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration Pan American Shares to be paid per TransGlobe ShareY▇▇▇▇▇ ▇▇▇▇▇. (b) If on or after Notwithstanding anything in this Agreement to the contrary, if, between the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to this Agreement and the Effective Time, the issued and outstanding Agnico Shares shall have been changed into a different number of shares by reason of any sub-division, split or consolidation (or similar process) of the issued and outstanding Agnico Shares, then the Consideration Agnico Shares to be paid per TransGlobe Yamana Share shall be appropriately adjusted to provide to TransGlobe Yamana Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration Agnico Shares to be paid per TransGlobe ShareY▇▇▇▇▇ ▇▇▇▇▇. (c) If on or after the date hereof, Y▇▇▇▇▇ declares, sets aside or pays any dividend or other distribution to the Yamana Shareholders of record as of a time prior to the Effective Time, except for Y▇▇▇▇▇’s current regular quarterly dividend paid to Yamana Shareholders in the ordinary course, Pan American shall make such adjustments to the Consideration as it determines acting in good faith to be necessary to restore the original agreement of the Parties in the circumstances. For greater certainty, if TransGlobe Y▇▇▇▇▇ takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo Pan American and Agnico shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

Adjustment of Consideration. (a) Notwithstanding anything in this Agreement to the contrary, if, if between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation earlier of the issued Effective Date and outstanding VAALCO Sharesthe time that this Agreement is terminated in accordance with its terms, EMV declares, sets aside or pays any dividend or other distribution (whether in cash, stock or other property or combination thereof) on the EMV Shares with a record date on or prior to the Effective Date, then the Consideration to be paid per TransGlobe Share to the EMV Shareholders as a result of this Agreement and the Plan of Arrangement shall be appropriately equitably adjusted to provide to TransGlobe EMV and the EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be form part of the Consideration to be paid per TransGlobe ShareEMV Share transferred under this Agreement and the Plan of Arrangement. (b) If on or after Notwithstanding anything in this Agreement to the contrary, if between the date hereofof this Agreement and the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms, TransGlobe Tevva declares, sets aside or pays any dividend or other distribution to (whether in cash, stock, or other property or combination thereof) on the TransGlobe Shareholders of Tevva Shares with a record as of a time date on or prior to the Effective TimeDate, then the Consideration to be paid per TransGlobe Share to the Tevva Shareholders as a result of this Agreement and the Plan of Arrangement shall be appropriately equitably adjusted to provide to TransGlobe Tevva and the Tevva Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be form part of the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Tevva Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by transferred under this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date Plan of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amountArrangement.