Adjustment in Case of Share Price Decrease Sample Clauses

Adjustment in Case of Share Price Decrease. If the volume-weighted average price per share for Buyer Common Stock on the second trading day before the Closing (the “Closing Day Price Per Share”) is less than 90% of the Reference Price Per Share (the “Minimum Price Per Share”), then Buyer shall, in its sole discretion exercised at or before the Closing, either (1) pay Seller an additional amount (the “Increase Adjustment Amount”) in cash equal to (x) the number of Base Buyer Shares multiplied by (y) the difference between the Minimum Price Per Share and the Closing Day Price Per Share; or (2) issue an additional number of shares of Buyer Common Stock (the “Additional Buyer Shares”) equal to (x) the Increase Adjustment Amount divided by (y) the Closing Day Price Per Share. Following is an example of the above calculations for illustration purposes only: Closing Consideration Due Seller (assuming no Payoff Letters and that all Transaction Expenses have been assumed by the Trusts or an Affiliate thereof (other than Seller, Company or Company Subsidiary)), (i.e., Base Amount assumed at $85M minus Indemnity Escrow Amount assumed at $6.375M (and for illustrative purposes only, not factoring in any Tax Escrow Amount)): $78,625,000. 40% of Closing Consideration Due Seller: $31,450,000.00 If Reference Price Per Share is $96.00, Base Buyer Shares would equal 327,604. (i.e., $31,450,000.00 divided by $96.00) (rounded to nearest integer) Minimum Price Per Share would equal $86.40 (90% of $96.00) If Closing Day Price Per Share is $85.00, and the Reference Price Per Share is $96.00 (i.e., Closing Day Price Per Share is less than 90% of the Reference Price Per Share): Increase Adjustment Amount in cash would equal $458,645.60. (i.e., (86.40 – $85.00) x 327,604) Additional Buyer Shares would be: 5,396 (i.e., $458,645.60 divided by $85.00)
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Related to Adjustment in Case of Share Price Decrease

  • Adjustment of Warrant Price and Number of Shares The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Adjustment in Capitalization In the event of any change in the Common Stock through stock dividends or stock splits, a corporate split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.

  • Adjustment to Number of Shares Upon each adjustment of the Exercise Price, the number of Shares issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (x) the product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant, and (ii) the Exercise Price, in each case as in effect immediately before such adjustment by (y) the adjusted Exercise Price.

  • Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights (a) (i) If the Company shall at any time after the date of this Agreement (A) pay a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater number of shares, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger involving the Company), the Purchase Price in effect immediately prior to the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or other capital stock issuable on such date shall be proportionately adjusted so that each holder of a Right shall (except as otherwise provided herein, including Section 7(d)) thereafter be entitled to receive, upon exercise thereof at the Purchase Price in effect immediately prior to such date, the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have been entitled to receive upon such exercise and by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which requires an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).

  • Adjustment of Shares In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving Company, appropriate adjustments shall be made to the terms and provisions of the Option as provided in the Plan.

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Adjustment in Exercise Price Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted as herein provided, the Exercise Price payable upon exercise of each Warrant immediately prior to such adjustment shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter.

  • Adjustment of Warrant Price and Number of Shares Issuable Upon Exercise The Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

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