Adjustment of Terms. In the event of corporate transactions affecting the Company’s outstanding Common Stock, the Committee will equitably adjust the number and kind of shares subject to this Agreement to the extent provided by the Plan.
Adjustment of Terms. Notwithstanding the provisions of this Agreement and the Certificate of Designation for the Series B Preferred Stock, if the Company shall agree, on or before December 15, 1999, to issue to any person or persons (other than (a) in connection with the acquisition of a business or the acquisition of assets to be used in its business or (b) in a bona fide underwritten public offering) more than $50 million aggregate liquidation preference of a series of convertible preferred stock, then the Company shall give to Purchasers not less than 15 business days' prior notice of such proposed issuance, and the Purchasers shall be entitled at the closing of such issuance to exchange their shares of Series B Preferred Stock for shares of the newly issued convertible preferred stock, with the Series B Preferred Stock valued at its liquidation amount.
Adjustment of Terms. (a) In the event (i) of any corporate event involving the Company or the Common Stock (including, without limitation, a stock split, stock dividend, bankruptcy, insolvency, reorganization, Merger Event, Tender Offer, rights offering, recapitalization, spin-off or issuance of any securities convertible or exchangeable into shares of Common Stock), or the announcement of any such corporate event, (ii) the Seller determines, in its reasonable discretion, after its exercise of commercially reasonable efforts, that it is unable or it is impracticable to establish, re-establish, substitute or maintain a hedge of its position in respect of the transactions contemplated by this Letter Agreement or (iii) the Seller determines, in its reasonable discretion, that it is unable to borrow Common Stock at a rebate rate greater than or equal to zero basis points per annum, then, in each case, the terms of the transaction (including, without limitation, the number of Trading Days in the Averaging Period, any Daily Average Price, the Cap Price and the Settlement Amount) described herein shall be subject to adjustment by the Calculation Agent as in the exercise of its good faith judgment, applying commercially reasonable standards, it deems appropriate under the circumstances (including, without limitation, adjustments to account for the economics of and changes in the price or volatility of the Common Stock following the announcement of any such corporate event).
(b) In the event that the Calculation Agent determines that an Announcement Date has occurred, then, in addition to any adjustments effected pursuant to Section 7(a), (i) the definition of Repurchase Cost shall be amended by deleting the proviso thereto, effective as of the Announcement Date, and (ii) if the Announcement Date occurs during the Averaging Period, the Settlement Amount shall be increased by an amount equal to the forward value on the last day of the Averaging Period of the Cap Fair Market Value, as reasonably determined by the Calculation Agent. In addition, in the event that the Calculation Agent determines prior to the date the Supplemental Terms Notice is executed that the Announcement Date for a Friendly Transaction has occurred, then the parties shall not be obligated to execute the Supplemental Terms Notice and the Company shall not be obligated to pay the Premium to the Seller.
(c) Notwithstanding the authority provided to the Calculation Agent in subsections (a) and (b) of this Section 7, in t...
Adjustment of Terms. In the event of corporate transactions affecting the Company’s outstanding Common Stock, the Board will equitably adjust the number and kind of shares subject to this Agreement to the extent provided by the Plan.
Adjustment of Terms. In the event that the Company provides for more favorable terms with respect to the transactions contemplated hereby, through amendment(s) to this Agreement, letter agreement or otherwise, to one or more of the Purchasers of Preferred Shares than the terms applicable to the remaining Purchasers in the offering contemplated hereby who are not parties to such revised terms, the Company will offer the remaining Purchasers the same terms with respect to the purchase of the Preferred Shares proposed to be purchased by them and this Agreement will be amended accordingly to reflect such adjusted terms.
Adjustment of Terms. In the event that the Corporation provides for more favorable terms to another purchaser of Shares in the Private Placement, including, but not limited to, a price per share of less than the Purchase Price, the Corporation will offer the Purchaser the same terms with respect to the Shares and this Agreement will be amended accordingly; provided, however, that the Purchaser acknowledges that the Corporation has agreed to issue to Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (“Patriot”) warrants to purchase up to 750,000 shares of Common Stock with an exercise price of $5.15 per share under certain terms and conditions and, provided further, that the issuance of such warrants to Patriot shall not require an adjustment or amendment of the terms of this Agreement with respect to the Purchaser pursuant to this Section 1.4.
Adjustment of Terms. In the event of any stock split, stock dividend, bankruptcy, insolvency, reorganization, Merger Event, Tender Offer, rights offering, recapitalization, spin-off or other material event involving the Company or the NRG Common Stock), the Calculation Agent shall adjust the terms of this Amendment as appropriate to account for such event.
Adjustment of Terms. The number of Warrant Shares purchasable upon exercise of this Warrant and the other terms of this Warrant will be subject to adjustment from time to time upon the happening of certain events as hereinafter described, provided that, notwithstanding anything to the contrary, no more than one adjustment will be made with respect to any single event.
Adjustment of Terms. (a) In the event an offer is made to the holders of Common Stock to tender in excess of 10% of the outstanding shares of Common Stock for cash, Citigroup may, in its reasonable discretion, (i) reduce the number of Trading Days in the Pricing Period by an amount Citigroup deems appropriate or (ii) adjust the terms of the transaction so that (A) the final day of the Pricing Period shall be the earlier of the scheduled final Trading Day of the Pricing Period and the date the tender offer is consummated and (B) for each of the Trading Days in the Pricing Period following the date on which the offer is made, the Daily Average Price shall equal the price per share of Common Stock at which the tender offer is to be consummated. Citigroup shall notify the Company in writing as to the terms of any adjustment made pursuant to this Section IX (a) no later than 5 days after the tender offer is made. The foregoing notwithstanding Citigroup may not make any adjustment to the Federal Funds Open Rate or the Closing Fee.
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(c) In the event of any corporate event involving the Company or the Common Stock not specifically addressed in subsection (a) of this Section IX (including, without limitation, a non-cash dividend, stock split, reorganization, merger, offer to tender Common Stock for consideration other than cash, rights offering, recapitalization or spin-off) or in the event that Citigroup, in its reasonable good faith judgment, determines that the adjustments described in subsection (a) of this Section IX will not result in an equitable adjustment of the terms of the transaction described herein, the terms of the transaction described herein shall be subject to adjustment by Citigroup (including, without limitation, with respect to the number of Trading Days in the Pricing Period) as in the exercise of its good faith judgment it deems appropriate under the circumstances, which adjustment shall be subject to the approval of the Company. If the parties, after negotiating in good faith, are unable to determine such adjustments, the provisions of Section XVII (Dispute Resolution) below shall apply.
Adjustment of Terms. This Agreement or any provision hereof may be modified by First American upon tharneyestatements or data obtained from or about Owner or any of the principals of Owner for the purpose of evalu-
