Common use of Adjustment of Consideration Clause in Contracts

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 conditions in this Agreement or be construed to permit Alacer, SSR or any of their respective subsidiaries to take any action that is otherwise prohibited by the terms of this Agreement.

Adjustment of Consideration. In (a) Notwithstanding anything in this Agreement to the event that: (1) contrary, if between the date of this Agreement and the Effective Time, : (i) Agnico declares or pays dividends on the issued and outstanding Alacer Agnico 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 with a record date for any dividend on or other distribution on an Alacer Share that is prior to the Effective Time Date other than Agnico Permitted Dividends; (ii) Kxxxxxxx declares or Alacer pays any dividend dividends on the Kxxxxxxx Shares with a record date on or other distribution on an Alacer Share prior to the Effective TimeDate other than Kxxxxxxx Permitted Dividends; or (4iii) SSR sets Agnico changes the number of Agnico Shares issued and outstanding as a record date for any dividend result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other distribution on an SSR Share that is prior to similar transaction; or (iv) Kxxxxxxx changes the Effective Time or SSR pays any dividend number of Kxxxxxxx Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other distribution on an SSR Share prior to the Effective Timesimilar transaction, 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) aboveeach case, to provide to each Party and their respective shareholders the same economic effect as contemplated by in this Agreement and the Arrangement but for such circumstances arising 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 and any other dependent itemitem set out in this Agreement, subject shall be adjusted to further adjustment eliminate the effects of such event, except as may be otherwise agreed by the Parties in accordance with this sub-paragraph (a); and/orwriting. (b) Notwithstanding anything in this Agreement to the case contrary, if at the Effective Time: (i) Agnico’s representations and warranties in Section 6 [Capitalization of Agnico] of Schedule E; or (ii) Kirkland’s representations and warranties in Section 6 [Capitalization of Kxxxxxxx] of Schedule D, are not true in any non-de minimis respect relating to the circumstances number of fully-diluted shares outstanding in paragraph (2) aboverespect of each Party, then in either case, to provide to each Party and their respective shareholders the same economic effect as contemplated by in this Agreement and the Arrangement but for such representations and warranties not being true, and to reflect the same good faith mutual intent of the Parties as of the date of this Agreement assuming Agreement, the Exchange Ratio and any other dependent item set out in this Agreement, shall be adjusted to eliminate the effects, and to the extent, of such representations and warranties are true and correct in all such respects as writtenbeing untrue. (c) For greater certainty, 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 nothing in this Section 2.16 2.11 shall derogate from the covenants, terms and conditions in this Agreement or be construed to permit AlacerAgnico, SSR Kxxxxxxx or any of their respective subsidiaries Affiliates to take any action that is otherwise prohibited by the terms of this Agreement or to cure any breach or inaccuracy of any representation, warranty or covenant given by a Party under this Agreement.

Adjustment of Consideration. In the event that: (1a) between If on or after the date hereof and except pursuant to the Plan of this Agreement and the Effective TimeArrangement either Party: (i) splits, the consolidates or reclassifies any of its issued and outstanding Alacer Shares common shares; (ii) undertakes any other capital reorganization; or the issued and outstanding SSR Shares shall have been changed into a different number of shares (iii) declares, sets aside 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 its common shareholders of record as of a record date for any dividend or other distribution on an SSR Share that is time prior to the Effective Time (other than the declaration or SSR pays any dividend payment of dividends as permitted under Section 5.1(k) or other distribution on an SSR Share prior Section 5.2(j)), each Party shall, acting in good faith, agree to such adjustments to the Effective TimeArrangement, then the Consideration including adjustments 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, adjustments to provide for the deduction and payment of a dividend, as necessary to each Party and their respective shareholders provide the same economic effect as contemplated by this Agreement and to restore the Arrangement but for such circumstances arising and to reflect the same good faith mutual intent original intention of the Parties as in the circumstances (and in the case of any dividend or other distribution to shareholders, other than the dividends or distributions permitted under Section 5.1(k) or Section 5.2(j), the adjustment shall be based on the amount or value of any such dividend or other distribution and, in the case of a Norbord Excess Dividend, calculated in accordance with Section 2.17(b)), or, in the case of a Xxxx Xxxxxx Excess Dividend, calculated in accordance with Section 2.17(c). (b) If Norbord declares, sets aside or pays a Norbord Excess Dividend during the period between the date of this Agreement, hereof and as so adjusted shall, from and after the date of such circumstances having arisen, be the Consideration to be paid per Alacer ShareEffective Time in accordance with Section 5.1(k), the Exchange Ratio or other dependent item, subject will be adjusted to further adjustment in accordance with this sub-paragraph equal the following amount: Adjusted Exchange Ratio = Exchange Ratio x (a); and/orConsideration Value – Norbord (bA) Adjusted Exchange Ratio = the Exchange Ratio, as adjusted to give effect to the Norbord Excess Dividend (B) Exchange Ratio = the Exchange Ratio, as then in effect prior to the case adjustment for the Norbord Excess Dividend (C) Consideration Value = the amount of the circumstances Consideration Value, as then in paragraph (2) above, effect prior to provide to each Party and their respective shareholders the same economic effect as contemplated by this Agreement and adjustment for 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 conditions in this Agreement or be construed to permit Alacer, SSR or any of their respective subsidiaries to take any action that is otherwise prohibited by the terms of this Agreement.Norbord Excess Dividend

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, XxxxxxAlacer’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 conditions in this Agreement or be construed to permit Alacer, SSR or any of their respective subsidiaries to take any action that is otherwise prohibited by the terms of this Agreement.

Adjustment of Consideration. In the event that: (1a) between If on or after the date hereof and except pursuant to the Plan of this Agreement and the Effective TimeArrangement either Party: (i) splits, the consolidates or reclassifies any of its issued and outstanding Alacer Shares common shares; (ii) undertakes any other capital reorganization; or the issued and outstanding SSR Shares shall have been changed into a different number of shares (iii) declares, sets aside 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 its common shareholders of record as of a record date for any dividend or other distribution on an SSR Share that is time prior to the Effective Time (other than the declaration or SSR pays any dividend payment of dividends as permitted under Section 5.1(k) or other distribution on an SSR Share prior Section 5.2(j)), each Party shall, acting in good faith, agree to such adjustments to the Effective TimeArrangement, then the Consideration including adjustments 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, adjustments to provide for the deduction and payment of a dividend, as necessary to each Party and their respective shareholders provide the same economic effect as contemplated by this Agreement and to restore the Arrangement but for such circumstances arising and to reflect the same good faith mutual intent original intention of the Parties as in the circumstances (and in the case of any dividend or other distribution to shareholders, other than the dividends or distributions permitted under Section 5.1(k) or Section 5.2(j), the adjustment shall be based on the amount or value of any such dividend or other distribution and, in the case of a Norbord Excess Dividend, calculated in accordance with Section 2.17(b)), or, in the case of a Xxxx Xxxxxx Excess Dividend, calculated in accordance with Section 2.17(c). (b) If Norbord declares, sets aside or pays a Norbord Excess Dividend during the period between the date of this Agreement, hereof and as so adjusted shall, from and after the date of such circumstances having arisen, be the Consideration to be paid per Alacer ShareEffective Time in accordance with Section 5.1(k), the Exchange Ratio or other dependent item, subject will be adjusted to further adjustment in accordance with this sub-paragraph equal the following amount: Adjusted Exchange Ratio = Exchange Ratio x (aConsideration Value – Norbord Excess Dividend Amount); and/or (bA) Adjusted Exchange Ratio = the Exchange Ratio, as adjusted to give effect to the Norbord Excess Dividend (B) Exchange Ratio = the Exchange Ratio, as then in effect prior to the case adjustment for the Norbord Excess Dividend (C) Consideration Value = the amount of the circumstances Consideration Value, as then in paragraph (2) above, effect prior to provide to each Party and their respective shareholders the same economic effect as contemplated by this Agreement and adjustment for 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 conditions in this Agreement or be construed to permit Alacer, SSR or any of their respective subsidiaries to take any action that is otherwise prohibited by the terms of this Agreement.Norbord Excess Dividend

Adjustment of Consideration. In (A) Upon the event that:earlier to occur of (i) September 30, 2020 (the “True Up Expiration Date”) and (ii) the first day prior to the consummation of a Sale Transaction, the number of shares of Common Stock comprising the Stock shall be adjusted as set forth in this Section 2.12. For the avoidance of doubt, if a Sale Transaction is not consummated prior to the True Up Expiration Date, the number of shares comprising the Stock shall be adjusted on the True Up Expiration Date pursuant to this Section 2.12. (1B) between If (i) a Sale Transaction consummated prior to the True Up Expiration Date reflects a Common Equity Value that is less than the $1.49 per share or (ii) if the Market Value is less than the $1.49 per share, then, in either such case, Buyer shall promptly issue to Seller an aggregate number of shares of Common Stock (“True Up Shares”) equal to (x) the number of shares of Common Stock issued at Closing (2,301,007) (subject to adjustment to reflect any Stock Event occurring after the date hereof) times (y) a fraction the numerator of which is the agreed value per share for purposes of this Agreement of $1.49 and the Effective Time, denominator of which is the issued and outstanding Alacer Shares Common Equity Value or the issued and outstanding SSR Shares Market Value per share (as applicable) of such shares of Common Stock, provided that if the Common Equity Value or the Market Value per share (as applicable) of such shares of Common Stock is less than $0.50 per share then the denominator of which shall have been changed into a different be $0.50 (subject to adjustment to reflect any Stock event occurring after the date hereof) minus (z) the number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination or the like; Common Stock issued at Closing (2) at the Effective Time, Xxxxxx’s representation and warranties in Section 3.1(1)(f2,301,007) (Capitalization of Alacersubject to adjustment to reflect any Stock Event occurring after the date hereof). If at any time Buyer is required to issue any True Up Shares pursuant to this Section 2.12(B) 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 shares of Buyer’s Common Stock authorized and available for issuance pursuant to this Section 2.12 is below the number of shares sufficient for the issuance of any True Up Shares, Buyer will promptly take all corporate action necessary to authorize a sufficient number of shares, including, without limitation, calling a special meeting of stockholders (or soliciting written consents of stockholders) to authorize additional shares to meet Buyer’s obligations under this Section 2.12. Buyer covenants and agrees that any and all True Up Shares issued pursuant to this Section 2.12 shall be duly and validly issued, fully diluted shares outstanding;paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person or any Liens. (3C) Alacer sets If (i) a record date for any dividend or other distribution on an Alacer Share that Sale Transaction is consummated prior to the Effective Time True Up Expiration Date and the Sale Transaction reflects a Common Equity Value of $1.49 or Alacer pays any dividend more or other distribution on an Alacer Share less than $0.50 or if a Sale Transaction is not consummated prior to the Effective Time; or (4) SSR sets a record date for any dividend True Up Expiration Date and on the True Up Expiration Date the Market Value is $1.49 or other distribution on an SSR Share that is prior to the Effective Time more or SSR pays any dividend or other distribution on an SSR Share prior to the Effective Timeless than $0.50, then the Consideration to be paid per Alacer Sharethen, in either such case, the Exchange Ratio and number of shares of Common Stock comprising the Stock shall not be adjusted in 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 conditions in this Agreement or be construed to permit Alacer, SSR or any of their respective subsidiaries to take any action that is otherwise prohibited by the terms of this Agreementmanner whatsoever.

Adjustment of Consideration. In (a) Notwithstanding anything in this Agreement to the event that: (1) contrary, if between the date of this Agreement and the Effective Time, : (i) Agnico declares or pays dividends on the issued and outstanding Alacer Agnico 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 with a record date for any dividend on or other distribution on an Alacer Share that is prior to the Effective Time Date other than Agnico Permitted Dividends; (ii) Xxxxxxxx declares or Alacer pays any dividend dividends on the Xxxxxxxx Shares with a record date on or other distribution on an Alacer Share prior to the Effective TimeDate other than Xxxxxxxx Permitted Dividends; or (4iii) SSR sets Agnico changes the number of Agnico Shares issued and outstanding as a record date for any dividend result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other distribution on an SSR Share that is prior to similar transaction; or (iv) Xxxxxxxx changes the Effective Time or SSR pays any dividend number of Xxxxxxxx Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other distribution on an SSR Share prior to the Effective Timesimilar transaction, 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) aboveeach case, to provide to each Party and their respective shareholders the same economic effect as contemplated by in this Agreement and the Arrangement but for such circumstances arising 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 and any other dependent itemitem set out in this Agreement, subject shall be adjusted to further adjustment eliminate the effects of such event, except as may be otherwise agreed by the Parties in accordance with this sub-paragraph (a); and/orwriting. (b) Notwithstanding anything in this Agreement to the case contrary, if at the Effective Time: (i) Agnico's representations and warranties in Section 6 [Capitalization of Agnico] of Schedule E; or (ii) Kirkland's representations and warranties in Section 6 [Capitalization of Xxxxxxxx] of Schedule D, are not true in any non-de minimis respect relating to the circumstances number of fully-diluted shares outstanding in paragraph (2) aboverespect of each Party, then in either case, to provide to each Party and their respective shareholders the same economic effect as contemplated by in this Agreement and the Arrangement but for such representations and warranties not being true, and to reflect the same good faith mutual intent of the Parties as of the date of this Agreement assuming Agreement, the Exchange Ratio and any other dependent item set out in this Agreement, shall be adjusted to eliminate the effects, and to the extent, of such representations and warranties are true and correct in all such respects as writtenbeing untrue. (c) For greater certainty, 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 nothing in this Section 2.16 2.11 shall derogate from the covenants, terms and conditions in this Agreement or be construed to permit AlacerAgnico, SSR Xxxxxxxx or any of their respective subsidiaries Affiliates to take any action that is otherwise prohibited by the terms of this Agreement or to cure any breach or inaccuracy of any representation, warranty or covenant given by a Party under this Agreement.