Common use of Adjustment of Consideration Clause in Contracts

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 accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

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 Pan American Shares shall have been changed into a different number of shares by reason of any sub-division, split or consolidation (or similar process) of the issued and outstanding EMV Pan American Shares, then the Consideration Pan American Shares to be paid per EMV Yamana Share shall be appropriately adjusted to provide to EMV Yamana 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 ConsiderationPan American Shares to be paid per Yxxxxx Xxxxx. (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 Agnico Shares shall have been changed into a different number of shares by reason of any sub-division, split or consolidation (or similar process) of the issued and outstanding Xos Agnico Shares, then the Consideration Agnico Shares to be paid per EMV Yamana Share shall be appropriately adjusted to provide to EMV Yamana 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 ConsiderationAgnico Shares to be paid per Yxxxxx Xxxxx. (c) If on or after the date hereof, EMV Yxxxxx declares, sets aside or pays any dividend or other distribution to the EMV Yamana Shareholders of record as of a time prior to the Effective Time, then except for Yxxxxx’s current regular quarterly dividend paid to Yamana Shareholders in the ordinary course, Pan American shall make such adjustments to the Consideration shall as it determines acting in good faith to be appropriately adjusted necessary to provide to EMV Shareholders restore the same economic effect as contemplated by this Agreement and original agreement of the Arrangement prior to such action and as so adjusted shall, from and after Parties in the date of such event, be the Considerationcircumstances. For greater certainty, if EMV Yxxxxx takes any of the actions referred to above, the aggregate Consideration to be paid by Pan American and Agnico 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 accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

Adjustment of Consideration. Notwithstanding anything to the contrary contained in this Agreement, if, (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 Common Shares or the issued and outstanding Acquiror Shares shall have been changed into a different number of shares or a different class by reason of any split or consolidation stock split, reverse stock split, stock dividend (other than dividend equivalents paid to members of the issued Board under the terms of Stock Options or DSUs outstanding on the date hereof), reclassification, redenomination or the like, (b) between the date of this Agreement and outstanding EMV Sharesthe Effective Time, Acquiror shall pay any dividend or other distribution on the Acquiror Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), or (c) at the Effective Time, Company's representation and warranties in Section (e) of Schedule C (Capitalization of Company) or Acquiror's representations and warranties in Section (m) of Schedule D (Capitalization of Acquiror) are not true in any non-de minimis respect relating to the number of fully diluted shares outstanding, then the Consideration to be paid per EMV Common Share and any other dependent items (i) shall be appropriately adjusted adjusted, in the case of (a) and (b) above, to provide to EMV Shareholders Company and Acquiror and their respective 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 Common Share or other dependent item, subject to further adjustment in accordance with this sentence, and/or (ii) shall be appropriately adjusted adjusted, in the case of (c) above, to provide to EMV Shareholders Company and Acquiror and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to assuming such action representations and warranties are true and correct in all such respects as written and as so adjusted shall, from and after the date of such event, shall be the Consideration. (c) If on or after the date hereof, EMV declares, sets aside or pays any dividend Consideration to be paid per Common Share or other distribution dependent item, subject to further adjustment in accordance with this sentence. Any adjustment to the EMV Shareholders of record as of a time prior Consideration pursuant to the Effective Time, then the Consideration this Section 2.11 shall be appropriately adjusted to provide to EMV Shareholders maintain the same economic effect proportion of Consideration to be paid in cash and Acquiror Shares 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 amountadjustment. (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 accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

Adjustment of Consideration. (a) Notwithstanding anything in this Agreement to the contrary, if, if between the date of this Agreement and the earlier of the Effective TimeDate and the time that this Agreement is terminated in accordance with its terms, EMV declares, sets aside or pays any dividend or other distribution (whether in cash, stock or other property or combination thereof) on the issued and outstanding EMV Shares shall have been changed into with a different number of shares by reason of any split record date on or consolidation of prior to the issued and outstanding EMV SharesEffective Date, then the Consideration to be paid per to the EMV Share Shareholders as a result of this Agreement and the Plan of Arrangement shall be appropriately equitably adjusted to provide to EMV and the 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, form part of the Consideration to be paid per EMV Share transferred under this Agreement and the ConsiderationPlan of Arrangement. (b) Notwithstanding anything in this Agreement to the contrary, if, 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 earlier of the issued Effective Date and outstanding Xos Sharesthe time that this Agreement is terminated in accordance with its terms, Tevva declares, sets aside or pays any dividend or other distribution (whether in cash, stock, or other property or combination thereof) on the Tevva Shares with a record date on or prior to the Effective Date, then the Consideration to be paid per EMV Share to the Tevva Shareholders as a result of this Agreement and the Plan of Arrangement shall be appropriately equitably adjusted to provide to EMV Tevva and the Tevva 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 form part of record as of a time prior to the Effective Time, then the Consideration shall to be appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by paid per Tevva Share transferred under this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date Plan 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 amountArrangement. (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 accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

Adjustment of Consideration. At Closing (aas defined below), Buyer will cause the Company to deposit into an escrow account (the “Escrow Account”) Notwithstanding anything in an amount equal to twenty percent (20%) of the Estimated Adjusted PPC Payable to secure payment of any amounts owed under this Agreement pursuant to an Escrow Agreement between Buyer, Seller and an independent third party in the contraryform of Exhibit E attached hereto (the “Escrow Agreement”). No later than ninety (90) days after the Closing, if, between Buyer will prepare and deliver to Seller a revised closing statement (the date “Revised Closing Statement”) setting forth the actual amount of this Agreement the Aggregate Consideration (the “Revised Aggregate Consideration”) and the Effective TimeAdjusted PPC Payable (the “Revised Adjusted PPC Payable”) based on the actual animal headcounts (i.e., animals owned by the issued Company), Non-Animal Current Assets 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 SharesCurrent Liabilities, 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 calculated as of the Anticipated Effective Time close of business on the Closing Date, in accordance with Section 2.15 (either as a result GAAP, consistently applied with respect to the Company. For the avoidance of doubt, the parties hereto agree that the amount of the mutual agreement PPC Payable shall not change or be adjusted for any purposes; it being agreed that the amount of the PPC Payable agreed upon at Closing shall remain the amount of the PPC Payable for all purposes or between the parties, including the adjustment under this Section 2.2. In addition, for the avoidance of doubt, the parties hereto agree that the amount of the Buyer Payable shall also not change or be adjusted for any purposes; it being agreed that the amount of the Buyer Payable agreed upon at Closing shall remain the amount of the Buyer Payable for all purposes or between the parties, including the adjustment under this Section 2.2. If the sum of the Revised Aggregate Consideration and the Revised Adjusted PPC Payable are less than the sum of the Estimated Aggregate Consideration and Estimated Adjusted PPC Payable, Buyer will be entitled to receive the amount of such deficiency out of the Escrow Account. If the sum of the Revised Aggregate Consideration and the Revised Adjusted PPC Payable are greater than the sum of the Estimated Aggregate Consideration and Estimated Adjusted PPC Payable, Seller will be entitled to receive the amount of such excess out of the Escrow Account. Any funds remaining in the Escrow Account after the adjustments in this Section 2.2 shall be paid to Seller. If the amount of the Escrow Account is insufficient to fully fund any amounts payable to Seller or Buyer pursuant to this Section 2.2, then any necessary “true- up” payment shall be promptly settled in cash or immediately available funds by Parent or Seller, on the one hand, or Buyer or the determination Company, on the other hand, as appropriate. For the avoidance of doubt, illustrative examples of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as adjustments of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K consideration described in this Section 2.2 are attached hereto as early as practicable prior to the EMV Meeting and the Xos Meeting Exhibit D (and in no event shall this delay or cause the postponement of such meeting under any applicable lawPart 2).