ADJUSTMENT OF EXCHANGE VALUES Sample Clauses

ADJUSTMENT OF EXCHANGE VALUES. On or before ten (10) days prior to Closing, the party to whom an Asset is to be assigned shall deliver to the party transferring such Asset written notice of any matters which either constitute a Title Defect or cause a breach of the representations and warranties as set forth in Article IV herein made with respect to that Asset. The party transferring such Asset, at its sole cost and expense, may attempt to cure such matters. In the event that party is unable or chooses not to cure such matter, or in the event of a Casualty Loss as set forth in Article VI herein, the party receiving the Asset may terminate this Agreement and all rights and obligations associated therewith, or it may choose to proceed with the exchange on the terms and conditions set forth in this Agreement, or renegotiate the exchange with the other party. In no event shall either party ever be required to contribute cash to make up losses in value occasioned by Title Defect or Casualty Loss. The parties agree that this Article VII shall provide the sole remedy for addressing any Title Defect or any breach of the representations and warranties contained in Article IV. At Closing hereunder, except as otherwise agreed to in writing, the parties shall be conclusively deemed to have waived any and all Title Defects or breaches of the representations and warranties contained in Article IV hereof.
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Related to ADJUSTMENT OF EXCHANGE VALUES

  • Adjustment of Exchange Ratio In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

  • Adjustment of Exchange Price (A) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A Preferred Stock, and (ii) distributions to all holders of Series A Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred Stock).

  • Adjustment of Exchange Rate The Exchange Rate shall be adjusted from time to time by the Company as follows:

  • Adjustment of Exercise Price (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following:

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Adjustment of Warrant Price The price at which such shares of Warrant Stock 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.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Settlement Rate (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

  • Adjustments in Warrant Price 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

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