Adjustment to the Exercise Price Clause Samples

Adjustment to the Exercise Price. Where the Exercise Date in respect of the relevant part (if applicable) of the Warrant has not occurred prior to the Effective Date, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the Effective Date by the following fraction: where: A = the number or Common Shares in issue on the Exchange Business Day immediately preceding the date of such announcement; B = the number of Common Shares which the Aggregate Consideration (calculated taking account of the amended rights) would purchase at such Current Market Price; and

Adjustment to the Exercise Price. Where the Exercise Date in respect of the relevant part (if applicable) of the Warrant has not occurred prior to the Effective Date, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the Effective Date by the following fraction: where: A = the number of Common Shares in issue on the Exchange Business Day immediately preceding the date of such announcement; B = the number of Common Shares which the Aggregate Consideration would purchase at such Current Market Price; and C = (1) in the case of an issue of Common Shares, the number of Common Shares issued; or (2) in the case of an issue or grant of Securities Rights, the maximum number of Common Shares which could be issued upon exercise in full of the rights to subscribe for, purchase or otherwise acquire Common Shares and, if applicable, Share-Related Securities pursuant to the terms of such Securities Rights and, if applicable, Share-Related Securities at the initial price or rate.

Adjustment to the Exercise Price. If and whenever the Company shall distribute any Dividend to the Shareholders, where the Exercise Date in respect of the relevant part (if applicable) of the Warrant has not occurred prior to the Effective Date, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately prior to the Effective Date by the following fraction: where: A = the Current Market Price of one Common Share (expressed in U.S. dollars) on the Exchange Business Day immediately preceding the date of the first public announcement of the terms of such Dividend; and B = the Fair Market Value on the date of such announcement of the portion of the Dividend attributable to one Common Share.

Adjustment to the Exercise Price. (A) Subject to the limitation set forth in Section 3(b)(C) below, in the event that the Company’s 2017 EBITDA is less than $22 million, the aggregate Exercise Price for the Warrant Shares shall be adjusted by deducting an amount derived from the following formula (“EBITDA Adjustment Amount”): EBITDA Adjustment Amount = $27.5 million – (2017 EBITDA X 1.25) (B) Subject to the limitation set forth in Section 3(b)(C) below, to the extent that the net book value per share of Common Stock as of December 31, 2016 (based on the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2016) (“Actual 2016 Net Book Value Per Share“) is less than $8.00, then the aggregate Exercise Price for the Warrant Shares shall be further adjusted by deducting an amount derived from the following formula (“Net Book Value Adjustment Amount”): Net Book Value Adjustment Amount = ($8.00 - Actual 2016 Net Book Value Per Share) X 7,500,000 provided that, if the Actual 2016 Net Book Value Per Share is equal to or greater than $8.00, there will be no adjustment. (C) Notwithstanding the foregoing, the aggregate amount of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount (collectively, “Aggregate Adjustment Amount”) shall not exceed $15 million. If the aggregate Exercise Price for the Warrant Shares is less than the Aggregate Adjustment Amount, then following the full Exercise of the Warrant the Company shall be liable to pay the shortfall between the aggregate Exercise Price for the Warrant Shares and the Aggregate Adjustment Amount to the Holder. In the event that either the 2017 EBITDA or Actual 2016 Net Book Value Per Share is zero or a negative number, then 2017 EBITDA or Actual 2016 Net Book Value Per Share, as the case may be, shall be deemed to be 0.01 for the purposes of calculation of the adjustments. (D) In the event that, at the time when the aggregate Exercise Price for the Warrant Shares is paid by the Holder, the Company has not finally determined the EBITDA Adjustment Amount and/or the Net Book Value Adjustment Amount, and if, following final determination of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount, there is any adjustment to be made to the aggregate Exercise Price for the Warrant Shares pursuant to this Section 3(b), the Company shall pay such adjustment amount to the Holder by wire transfer of immediately available funds to an account designated in writing by the Holder, promptly following t...

Adjustment to the Exercise Price. Where the Exercise Date in respect of the relevant part (if applicable) of the Warrant has not occurred prior to the Effective Date, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the Effective Date by the following fraction: where: A = the number of Common Shares in issue on the Exchange Business Day immediately preceding the date of such announcement; B = the number of Common Shares which the Aggregate Consideration would purchase at such Current Market Price; and C = the maximum number of Common Shares which could be issued upon exercise in full of the rights to subscribe for, purchase or otherwise acquire Common Shares pursuant to the terms of such Share-Related Securities at the initial price or rate.

Adjustment to the Exercise Price. TVG and Youbet acknowledge and agree that as a result of the ▇▇▇▇-▇▇▇▇▇▇▇ Transaction and the Other Shares, and in accordance with Section 7 of the TVG Warrant, the Exercise Price of the TVG Warrant shall be reduced to $36,500,000. TVG and Youbet further acknowledge and agree that such reduction in the Exercise Price of the TVG Warrant as a result of the ▇▇▇▇-▇▇▇▇▇▇▇ Transaction and the Other Shares shall not limit in any manner the application of Section 7 of the TVG Warrant to any other issuance of securities or other transactions to which Section 7 would otherwise apply, including any issuance or transaction occurring prior to, on, or after the date hereof.

Adjustment to the Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or e-mail a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Adjustment to the Exercise Price. In addition to adjustments in the Exercise Price made pursuant to Section 13(b) of the Subscription Agreement, if the Company shall, subsequent to May 15, 2005, (A) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (B) subdivide or reclassify its outstanding Common Stock into a greater number of shares or otherwise effect a stock split or stock distribution, or (C) combine or reclassify its outstanding Common Stock into a smaller number of shares or otherwise effect a reverse split, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or other combination or reclassification shall be proportionately adjusted upward or downward, as the case may be in accordance with generally accepted accounting principles and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Such adjustment shall be made successively whenever any event listed in this Section 6. The Exercise Price and the number of shares issuable upon exercise of this Warrant shall also be subject to adjustment in the manner and to the extent provided in the Subscription Agreement.