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. In the event that:
(1) between the date of this Agreement and the Effective Time, the issued and outstanding Alacer Shares or the issued and outstanding SSR Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination or the like;
(2) at the Effective Time, Xxxxxx’s representation and warranties in Section 3.1(1)(f) (Capitalization of Alacer) or SSR’s representations and warranties in Section 4.1(1)(f) (Capitalization of SSR) are not true in any non-de minimis respect relating to the number of fully diluted shares outstanding;
(3) Alacer sets a record date for any dividend or other distribution on an Alacer Share that is prior to the Effective Time or Alacer pays any dividend or other distribution on an Alacer Share prior to the Effective Time; or
(4) SSR sets a record date for any dividend or other distribution on an SSR Share that is prior to the Effective Time or SSR pays any dividend or other distribution on an SSR Share prior to the Effective Time, then the Consideration to be paid per Alacer Share, the Exchange Ratio and any other dependent items shall be equitably adjusted as follows:
(a) in the case of the circumstances in paragraphs (1), (3) or (4) above, to provide to each Party and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement but for such circumstances arising and to reflect the same good faith mutual intent of the Parties as of the date of this Agreement, and as so adjusted shall, from and after the date of such circumstances having arisen, be the Consideration to be paid per Alacer Share, the Exchange Ratio or other dependent item, subject to further adjustment in accordance with this sub-paragraph (a); and/or
(b) in the case of the circumstances in paragraph (2) above, to provide to each Party and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement and to reflect the same good faith mutual intent of the Parties as of the date of this Agreement assuming such representations and warranties are true and correct in all such respects as written, and as so adjusted shall be the Consideration to be paid per Alacer Share, the Exchange Ratio or other dependent item, subject to further adjustment in accordance with this sub-paragraph (b). Nothing in this Section 2.16 shall derogate from the covenants, terms and...
Adjustment of Consideration. Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company 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 Company Share.
Adjustment of Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have changed into a different number of shares or a different class by reason of any split, consolidation, dividend, reclassification, redenomination or the like, provided any such action is permitted by Section 4.2(2)(b), then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Plan of 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 Company Share, subject to further adjustment in accordance with this Section 2.12.
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 EMV Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding EMV Shares, then the Consideration to be paid per EMV Share shall be appropriately adjusted to provide to 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.
(b) Notwithstanding anything in this Agreement to the contrary, if, between the date of 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 EMV Share shall be appropriately adjusted to provide to 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.
(c) If on or after the date hereof, EMV declares, sets aside or pays any dividend or other distribution to the EMV Shareholders of record as of a time prior to the Effective Time, then the Consideration shall be appropriately adjusted to provide to 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. For greater certainty, if 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 appropriately adjusted to provide to 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. 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 ac...
Adjustment of Consideration. The Exchange Ratio, and any other dependent item set out in this Plan of Arrangement, shall be adjusted in the circumstances and in the manner described in section 2.11 of the Merger Agreement, except as may be otherwise agreed by the Parties.
Adjustment of Consideration. If the amount of GST recovered by the supplying party from the receiving party differs from the amount of GST payable at law by the supplying party (or an entity grouped with the supplying party for GST purposes) in respect of the supply, the amount of the difference must be paid by, or refunded to the receiving party, as the case may be.
Adjustment of Consideration. In the event that, subsequent to the date of this Plan but prior to the Effective Time, the shares of PNC Common Stock issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the capitalization of PNC, 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 Per Share Cash Consideration and the Per Share Stock Consideration.
Adjustment of Consideration. 5.1 If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4):
5.1.1 exceeds the Estimated Purchase Price, the amount of the surplus being the “Consideration Surplus”, the whole of the Net Asset Retention shall be released in accordance with paragraph 1.1 of Part 1 of Schedule 6; and
5.1.2 the Consideration Surplus shall be paid by the Buyer as follows:
5.1.2.1 to the Sellers (other than Allianz), the Sellers’ Initial Proportion of the excess, such payment to be paid to the Sellers’ Solicitors; and
5.1.2.2 to Allianz, Allianz’s Initial Proportion of the excess, such payment to be paid to Allianz’s Solicitors;
5.1.2.3 to the Company, the Dragged Sellers’ Initial Proportion of the excess for the benefit of the Dragged Sellers (and the Company hereby agrees to remit such balance to the Dragged Sellers in accordance with the Company’s Articles); and
5.1.2.4 to the Final Adjustment Account, the Deferred Dragged Sellers’ Initial Proportion of the excess.
5.2 If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4) is less than the Estimated Purchase Price, the amount of the deficit (the “Consideration Deficit”) shall be payable to the Buyer from the Net Asset Retention and shall be released to the Buyer from the Retention Account in accordance with paragraph 1.2 of Part 1 of Schedule 6 and the balance of the Net Asset Retention (if any) (the “Net Asset Retention Balance”) shall be released in accordance with paragraph 1.2 of Part 1 of Schedule 6. For the avoidance of doubt, the sole recourse of the Buyer in respect of any Consideration Deficit shall be to receive payment from the Retention Account (up to the amount of the Net Asset Retention).
5.3 Any payments to the Sellers, the Dragged Sellers or the Deferred Dragged Sellers under clause 5.1 or 5.2 shall be adjustments to the Consideration, and shall be paid in cash within five (5) Business Days of the determination of the Completion Accounts in accordance with Schedule 4.
Adjustment of Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, Corporation declares or pays dividends on the Shares or distributes any amount on a reduction of its stated capital, then the Cash Portion to be paid per Share shall be appropriately adjusted to provide to Shareholders the same aggregate 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 Cash Portion to be paid per Share.
