Adjustment to Stock Consideration Sample Clauses
The "Adjustment to Stock Consideration" clause defines how the number or value of shares to be issued as part of a transaction may be modified under certain circumstances. Typically, this clause outlines specific events—such as stock splits, mergers, or changes in capitalization—that would trigger a recalculation of the stock consideration to ensure fairness to both parties. Its core practical function is to protect both the buyer and seller from unforeseen changes in the value or quantity of shares, thereby maintaining the intended economic balance of the agreement.
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Adjustment to Stock Consideration. In the event that, after the date on which the Parent Common Share Value is determined and prior to the Effective Time, the Parent Common Shares or Company Common Stock, as the case may be, issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the capitalization of Parent or the Company, as the case may be, increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment shall be made to the Stock Consideration, if any.
Adjustment to Stock Consideration. The applicable Merger Shares shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into the Merger Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Adjustment to Stock Consideration. Notwithstanding any other provision of this Agreement, in the event of a dividend (whether cash or otherwise), stock split, reverse stock split, extraordinary dividend, recapitalization, reclassification, reorganization, merger, consolidation, spin-off, combination, exchange of shares or rights offering to purchase shares of Buyer, or other similar corporate event or transaction that affects the Buyer Shares (a “Corporate Event”), then, without any further corporate action on the part of Buyer or Seller (A) in the event that the Corporate Event entitles the holders of Buyer Class A Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to shares of Buyer Class A Stock, then upon delivery of the Buyer Shares to Seller pursuant to this Agreement, Buyer shall also deliver to Seller such stock, securities or assets (including cash) Seller would have been entitled to receive as a holder of Buyer Class A Stock if the Buyer Shares had been issued to Seller as of the Second Closing Date and (B) in the event that the Corporate Event entitles the holders of Buyer Class A Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) in exchange for Buyer Class A Stock, then at the time delivery of the Buyer Shares to Seller pursuant to this Agreement would otherwise occur, Buyer (or any successor entity resulting from such Corporate Event) shall deliver to Seller, in lieu of the Buyer Shares to be delivered to Seller pursuant to this Agreement, such stock, securities or assets (including cash) Seller would have been entitled to receive as a holder of Buyer Class A Stock if the Buyer Shares had been issued to Seller as of the Second Closing Date.
Adjustment to Stock Consideration. Promptly after final resolution of the Closing Balance Sheet and calculation of the Purchase Price Adjustment as provided in Section 2(b)(ii) above, Seller and Purchaser shall make appropriate adjustments in the Stock Consideration based on such final amounts. If the actual amount of the Purchase Price Adjustment was greater than the estimated amount thereof (i.e., resulting in a greater reduction in the consideration deliverable pursuant to Section 2(a) above), the Seller shall promptly transfer to Purchaser that number of shares of Lending Tree Common Stock with a value (calculated pursuant to subsection (a)(ii) above) equal to the amount by which the final Purchase Price Adjustment amount exceeds the estimated amount. If the actual amount of the Purchase Price Adjustment was less than the estimated amount thereof, the Purchaser shall promptly issue to Seller a stock certificate representing that number of shares of LendingTree Common Stock with a value (calculated in the manner contemplated by subsection (a)(ii) above) equal to the amount by which the final Purchase Price Adjustment amount exceeds the estimated amount.
Adjustment to Stock Consideration. If the value of the Stock Consideration as of the Effective Time, based on the Closing Value, exceeds $44.8 million, the number of shares of Buyer Stock constituting the Stock Consideration shall be reduced to that number of shares of Buyer Stock having a value as of the Effective Time, based on the Closing Value, equal to $44.8 million. In addition, without limiting the provisions of Section 2(d)(vi) and (viii), if, between the date hereof and the Effective Time, the outstanding shares of Buyer Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or if any extraordinary dividend or distribution is made with respect to the Buyer Stock, then the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, extraordinary dividend, distribution or other similar event.
Adjustment to Stock Consideration. If, between the date hereof and the Closing, the Counterparty Common Stock shall have been changed into a materially different number of shares or different class solely by reason of any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, the Stock Consideration, the Closing Stock Consideration and the Indemnity Escrow Shares shall be appropriately adjusted to provide to the Sellers the same economic effect as contemplated by this Agreement prior to such event. Payment Schedule. A sample Closing Payment Allocation Schedule is set forth on Schedule I and illustrates the agreed methodology for the allocation of the Initial Closing Consideration and, other than any payments to be made pursuant to the Adjustment Payment Allocation Schedule, the Final Closing Consideration among Sellers.
Adjustment to Stock Consideration. A portion of the Stock Consideration equal to Forty Five Thousand Five Hundred Two (45,502) shares of Parent Company Stock shall be withheld and issued by the Parent directly to J▇▇▇ ▇▇▇▇▇ at the Effective Time in satisfaction of Company’s obligations under the B▇▇▇▇ Settlement Agreement.
Adjustment to Stock Consideration. If, after the date hereof and prior to the Closing, Smithfield (i) declares a stock dividend or other distribution payable in shares of Smithfield Common Stock or securities convertible or exchangeable into or exercisable for shares of Smithfield Common Stock, (ii) effects a stock split (including a reverse stock split), reclassification, combination or other similar change with respect to the Smithfield Common Stock or (iii) declares an extraordinary dividend or distribution payable in cash, securities or other assets, then the Stock Consideration shall be equitably adjusted to eliminate the effects of any such stock dividend, distribution, stock split, reclassification, combination or other change.
Adjustment to Stock Consideration. If the Effective Price is less than the Measuring Price, the Parent shall issue to the Seller or the Shareholders (pro-rata in accordance with each Shareholder's respective ownership percentage in the Seller), if the Seller no longer exists, an additional number of shares of Parent Common Stock equal to the number of shares obtained by multiplying (i) the Stock Consideration by (ii) the number that results from subtracting one from the quotient of the Measuring Price divided by the Effective Price (provided that the Effective Price as a denominator shall never be less than 50% of the Measuring Price) (the "Additional Stock Consideration"). The Parent shall provide notice to its transfer agent to deliver such Additional Stock Consideration, if any, within 3 Business Days after the final determination thereof.
Adjustment to Stock Consideration. The applicable Merger Shares shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into the Merger Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to the Effective Time; provided, however, that it is acknowledged and agreed that the Reverse Split shall have been deemed to occur prior the consummation of this transaction and as such shall not adjust the number of Merger Shares provided herein.