Exchange Adjustment Clause Samples

Exchange Adjustment. (i) The consideration hereunder shall consist of 756,199 validly issued, fully paid and nonassessable, ordinary shares of Parent (“Parent Shares”), subject to adjustment as set forth in this Section 2.01. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) and other than Dissenting Shares (as defined in Section 2.01(d)), each issued and outstanding share of the Series A Preferred Stock, US$0.001 par value (the “Series A Preferred Stock”), of the Series B Preferred Stock, US$0.001 par value (the “Series B Preferred Stock”) and of the Series C Preferred Stock, US$0.001 par value (the “Series C Preferred Stock,” and together with the Series A Preferred Stock and the Series B Preferred Stock, collectively, the “Preferred Stock”) and each issued and outstanding share of the Series D Preferred Stock, US$0.001 par value (the “Series D Preferred Stock”) and of the Series E Preferred Stock, US$0.001 par value (the “Series E Preferred Stock,” and together with the Series D Preferred Stock, collectively, the “Senior Preferred Stock”) shall be converted into Parent Shares in accordance with Article IV, Section D.3. of the Fifth Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and a copy of which has been made available to Parent or its counsel, subject to adjustment in accordance with this Section 2.01(c). The Parent Shares so issued shall be registered and freely tradeable on the Australian Securities Exchange without restriction no later than 45 days following the issuance thereof. (i) If, prior to the Effective Time, Parent shall pay a dividend in (including any dividend or distribution of securities convertible into capital stock), subdivide, combine into a smaller number of shares or issue by reclassification of its shares, any Parent Shares, all references in this Agreement to specified numbers of shares of Parent Shares affected thereby, and all calculations provided for that are based upon numbers of Parent Shares (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior such adjustment. All such shares of Company Common Stock, Preferred Stock and Senior Preferred Stock, other than Dissenting Shares (as defined in Section 2.01(d)), shall no longer be outstanding and be automatically canceled and retired and sha...
View SourceView Similar (2)
Exchange Adjustment. (a) On the Closing Date, in addition to the Purchase Price, Purchaser shall deliver to Seller (in the same manner as the Escrow Amount)Three Hundred Eighty-Five Thousand Dollars ($385,000.00), which amount shall represent an upward adjustment of the Purchase Price if Seller is unable to structure and complete the disposition of the Assets as an Exchange (the "Exchange Adjustment"). (b) Seller shall return the Exchange Adjustment to Purchaser within ten (10) business days of Seller's successful completion of an Exchange. If Seller fails to consummate an Exchange within 180 days of the Closing Date, then the Exchange Adjustment shall be retained in full by Seller as part of the Purchase Price.
View SourceView Similar (2)
Exchange Adjustment. (a) Promptly after they become available, (i) UHC shall deliver to GHS and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited Unity 2015 Financial Statements, and (ii) GHS shall deliver to UHC and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited GHP/GHM 2015 Financial Statements. Promptly after the RI-RA Payments Report becomes available to the public (but no later than thirty (30) days after such time), the Parties shall cause the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) to deliver to the Parties his or her good faith calculation of Audited Adjusted GHP Capital and Surplus and Audited Adjusted Unity Capital and Surplus, in each case together with supporting information therefore.
View Source
Exchange Adjustment. (a) As promptly as practicable after the Effective Date, Shareholders shall cause to be prepared and delivered to Bancorp a balance sheet of ▇▇▇▇▇ as of December 31, 2004 (the "Closing Balance Sheet"). Shareholders shall make available to Bancorp all Books and Records and all work papers and computer files used in connection with the preparation of the Closing Balance Sheet. The Closing Balance Sheet delivered pursuant to this Section shall not be binding on Bancorp if Bancorp timely exercises its right to dispute the same pursuant to the procedures set forth herein. If Bancorp does not exercise such right with respect to the Closing Balance Sheet on a timely basis, then Bancorp shall be deemed to have accepted the same as delivered pursuant to this Section. (b) If Bancorp disputes any item in the Closing Balance Sheet, then Bancorp shall, within thirty (30) days after the delivery of the Closing Balance Sheet, give Shareholders written notice of such dispute (an "Accounting Dispute Notice") setting forth in reasonable detail each of the items in dispute. In the event that an Accounting Dispute Notice is given to Shareholders within such 30-day period, Shareholders and Bancorp shall attempt to resolve in good faith and by mutual agreement the items in dispute within fifteen (15) days after the delivery of such Accounting Dispute Notice. Failing agreement on all items in dispute within such 15-day resolution period, Bancorp and Shareholders shall submit such items in dispute for resolution to the Independent Accountants. The Independent Accountants shall be instructed to resolve such disputed items, based solely on written presentations by Bancorp and Shareholders and not by independent review, and to deliver a written report to the parties hereto upon such disputed items (the "IA Report"), all within 15 days after the submission of such disputed items to it. The IA Report shall be (i) within the range of proposals established for such dispute by Bancorp and Shareholders and (ii) deemed to be an agreement between Shareholders and Bancorp with respect to the issues in dispute, and upon delivery of the IA Report to Bancorp and Shareholders, the Closing Balance Sheet as set forth in the IA Report shall be deemed to be final, conclusive and binding upon all the parties hereto. The fees and expenses of the Independent Accountants incurred in connection with the resolution of a dispute pursuant to this Section shall be borne equally by Bancorp, on the one hand, a...
View Source
Exchange Adjustment. (a) The Subscribing Holders and Pampa agree that 15 (fifteen) calendar days prior to the date specified for any Shareholders Meeting (as defined in Section 4.1) (the “Recalculation Date”) the number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be recalculated using the Exchange Ratio, except that (i) the period used to calculate the AR$ average closing prices of the Edenor Class B shares of common stock and Pampa shares of common stock which will be the 10 (ten) BASE trading days prior to –but including- the Recalculation Date and (ii) amounts in United States dollars will be converted into AR$ using the FX Rate as of the Recalculation Date (the “Recalculation Exchange Ratio”). The number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement after application of any recalculation using the Recalculation Exchange Ratio in accordance with this Section 1.3(a) (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be rounded to the nearest whole share. If the number of Pampa Shares to be issued and delivered as a result of such recalculation is increased or decreased by: (x) 5% (five percent) or less, then no adjustment shall be made to the number of Pampa Shares to be delivered to the Subscribing Holders pursuant to Section 1.1(a) hereof; (y) more than 5% (five percent), but not more than 12.5% (twelve and a half percent), then the number of Pampa Shares to be delivered to the Subscribing Holders pursuant to Section 1.1(a) hereof shall be increased or decreased, as the case may be, by 5% (five percent); and (z) more than 12.5% (twelve and a half percent), then the Subscribing Holders and Pampa shall negotiate in good faith for 5 (five) Business Days following the Recalculation Date a mutually acceptable adjustment to the number of Pampa Shares to be delivered and, to the extent an agreement is not reached, Pampa (but only if the number of Pampa Shares is increased above the threshold provided herein) or any Subscribing Holder (but only if the number of Pampa Shares is decreased below such threshold) shall have the right to terminate this Agreement with respect to all parties hereto by written notice provided in accordance with Section 8.1(d) hereof by no later than the sixth Business Day following the Recalculation Date; provided that if none of the P...
View Source
Exchange Adjustment 
View Source

Related to Exchange Adjustment

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • 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:

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows: (a) In case the Company shall, while any of the Debentures are outstanding, (i) pay a dividend or make a distribution with respect to its Company Common Stock exclusively in shares of Company Common Stock, (ii) subdivide its outstanding shares of Company Common Stock, (iii) combine its outstanding shares of Company Common Stock into a smaller number of shares or (iv) issue by reclassification of its shares of Company Common Stock any shares of capital stock of the Company, the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of any Debentures thereafter surrendered for conversion shall be entitled to receive the number of shares of capital stock of the Company which he would have owned immediately following such action had such Debentures been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or other distribution and shall become effective immediately after the effective date in case of a subdivision, combination or reclassification (or immediately after the record date if a record date shall have been established for such event). If, as a result of an adjustment made pursuant to this subsection (a), the Holder of any Debenture thereafter surrendered for conversion shall become entitled to receive shares of two or more classes or series of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a Board Resolution filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes or series of capital stock. In the event that such dividend, distribution, subdivision, combination or issuance is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (b) In case the Company shall, while any of the Debentures are Outstanding, issue rights or warrants to all holders of its Company Common Stock entitling them to subscribe for or purchase shares of Company Common Stock at a price per share less than the Current Market Price per share of Company Common Stock on such record date, the Conversion Price for the Debentures shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Company Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Current Market Price, and of which the denominator shall be the number of shares of Company Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Company Common Stock offered for subscription or purchase. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. For the purposes of this subsection, the number of shares of Company Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company shall not issue any rights or warrants in respect of shares of Company Common Stock held in the treasury of the Company. In case any rights or warrants referred to in this subsection in respect of which an adjustment shall have been made shall expire unexercised after the same shall have been distributed or issued by the Company, the Conversion Price shall be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights or warrants. (c) Subject to the last sentence of this subparagraph, in case the Company shall, by dividend or otherwise, distribute to all holders of its Company Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (b), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (a) of this Section 13.4), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph (c) by a fraction of which the numerator shall be the Current Market Price per share of Company Common Stock on the date fixed for the payment of such distribution (the "Reference Date") less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors), on the Reference Date, of the portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock and the denominator shall be such Current Market Price per share of Company Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the Reference Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not occurred. For purposes of this subparagraph (c), any dividend or distribution that includes shares of Company Common Stock or rights or warrants to subscribe for or purchase shares of Company Common Stock shall be deemed instead to be (i) a dividend or distribution of the evidences of indebtedness, shares of capital stock, cash or assets other than such shares of Company Common Stock or such rights or warrants (making any Conversion Price reduction required by this subparagraph (c)) immediately followed by (ii) a dividend or distribution of such shares of Company Common Stock or such rights or warrants (making any further conversion price reduction required by subparagraph (a) or (b)), except (A) the Reference Date of such dividend or distribution as defined in this subparagraph shall be substituted as (x) "the record date in the case of a dividend or other distribution," and (y) "the record date for the determination of stockholders entitled to receive such rights or warrants" and (z) "the date fixed for such determination" within the meaning of subparagraphs (a) and (b) and (B) any shares of Company Common Stock included in such dividend or distribution shall not be deemed outstanding for purposes of computing any adjustment of the conversion price in subparagraph (a). (d) In case the Company shall pay or make a dividend or other distribution on its Company Common Stock exclusively in cash (excluding (i) all cash dividends, if the amount thereof does not exceed the per share amount of the immediately preceding regular cash dividend (as adjusted to reflect any of the events referred to in subparagraphs (a), (b), (c), (d) or (e) of this Section and (ii) all cash dividends, if the annualized amount thereof per share of Company Common Stock does not exceed 12.5% of the Current Market Price per share of Company Common Stock on the trading day immediately preceding the date of declaration of such dividend), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph (d) by a fraction of which the numerator shall be the Current Market Price per share of Company Common Stock on the date fixed for the payment of such distribution less the amount of cash so distributed (excluding that portion of such distribution that does not exceed 12.5% of the Current Market Price per share, determined as provided above) applicable to one share of Company Common Stock and the denominator shall be such Current Market Price per share of Company Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for the payment of such distribution; provided, however, that in the event the portion of the cash so distributed applicable to one share of Company Common Stock is equal to or greater than the Current Market Price per share of Company Common Stock on the record date mentioned above (excluding that portion of such distribution that does not exceed 12.5% of the Current Market Price per share, determined as provided above), in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of shares of Debentures shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each share of the Debentures immediately prior to the record date for the distribution of the cash (less that portion of such distribution that does not exceed 12.5% of the Current Market Price per share, determined as provided above). In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the conversion price which would then be in effect if such record date had not been fixed. (e) In case a tender or exchange offer (other than an odd-lot offer) made by the Company or any Subsidiary of the Company for all or any portion of Company Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Company Common Stock having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds 110% of the Current Market Price per share of Company Common Stock on the trading day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph (e) by a fraction of which the numerator shall be the number of shares of Company Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time (including the Purchased Shares) (as defined below) multiplied by the Current Market Price per share of Company Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") (excluding that portion of such consideration that does not exceed 110% of the Current Market Price per share) and (y) the product of the number of shares of Company Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price per share of Company Common Stock on the trading day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that such tender or exchange offer is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (f) If the distribution date for the Rights of the Company provided in any stockholder rights agreement occurs prior to the Conversion Date, and a Holder of the Debentures who converts such Debentures after such distribution date is not entitled to receive the Rights that would otherwise be attached (but for the date of conversion) to the shares of Company Common Stock received upon such conversion, then an adjustment shall be made to the Conversion Price pursuant to clause (ii) of Section 13.4(a) as if the Rights were being distributed to Company Common Stockholders of the Company immediately prior to such conversion. If such an adjustment is made and the Rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment shall be made to the Conversion Price, on an equitable basis, to take account of such event. (g) The Company shall have the right to reduce from time to time the Conversion Price by any amount selected by the Company for any period of at least 30 days; provided, that Company shall give at least 15 days' written notice of such reduction to the Trustee and the Property Trustee. The Company may, at its option, make such reductions in the Conversion Price, in addition to those set forth above in Section 13.4(a), as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Company Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for United States Federal income tax purposes. (h) Notwithstanding anything to the contrary in this Section 13.4, no adjustment of the Conversion Price will be made upon the issuance of any shares of Company Common Stock (or securities convertible or exchangeable for Company Common Stock), except as specifically provided above, including pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Company Common Stock under any such plan, or the issuance of any shares of Company Common Stock or options or rights to purchase such shares pursuant to any present or future employee benefit plan or program of the Company or pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security which does not constitute an issuance to all holders of Company Common Stock of rights or warrants entitling holders of such rights or warrants to subscribe for or purchase Company Common Stock at less than the Current Market Price. Further, such issuances shall not be deemed to constitute an issuance of Company Common Stock or exercisable, exchangeable or convertible securities by the Company to which any of the adjustment provisions described above applies. There shall also be no adjustment of the Conversion Price in case of the issuance of any stock (or securities convertible into or exchangeable for stock) of the Company except as specifically described in this Article 13. No adjustment in the Conversion Price will be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price, but any adjustment that would otherwise be required to be made shall be carried forward and taken into account in a subsequent adjustment. (i) If any action would require adjustment of the Conversion Price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the Holder of the Debentures.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.