Adjustment Per Tax Opinion. Notwithstanding anything in this Article III to the contrary, the number of Company Common Shares to be converted into the right to receive the Tribune Common Shares in the Merger shall be not less than the number which would cause the ratio of (i) the average price per Tribune Common Share on the NYSE on the Closing Date times the aggregate number of Tribune Common Shares to be paid as Common Merger Consideration pursuant to Section 3.1 with respect to Company Common Shares that are deemed outstanding for federal income tax purposes, to (ii) the sum of (A) the amount set forth in the preceding clause (i) plus (B) the aggregate Per Share Cash Amount to be paid pursuant to Section 3.1 plus (C) the number of Dissenting Shares times the Per Share Cash Amount plus (D) the aggregate amount of cash paid for Company Common Shares purchased in the Offer plus (E) the aggregate amount of cash paid by Tribune or any of its Wholly-Owned Subsidiaries to acquire Company Common Shares following completion or expiration of the Offer and prior to the Effective Time plus (F) any other amounts paid by Tribune or the Company (or any Person related to Tribune or the Company within the meaning of Treasury Regulation Sections 1.368-1(e) and 1.368-1T(e)) to, or on behalf of, any stockholder of the Company in connection with the sale, redemption or other disposition of any Company stock in connection with the Merger for purposes of Treasury Regulation Sections 1.368-1(e) and 1.368-1T(e) plus (G) any extraordinary dividend distributed by the Company prior to and in connection with the Merger for purposes of Treasury Regulation Section 1.368-1T(e), to be 45%. To the extent the application of this Section 3.1(j) results in the number of Company Common Shares to be converted into the right to receive the Tribune Common Shares in the Merger being increased, the number of Company Common Shares to be converted into the right to receive the Per Share Cash Amount (and, therefore, the Cash Election Number) will be reduced accordingly.
Adjustment Per Tax Opinion. Notwithstanding anything in this Article II to the contrary (other than the last sentence of Section 2.1(m)), unless the Company elects to change the form of the Merger in accordance with this Section 2.1(l), the number of shares of Company Common Stock to be converted into the right to receive the Stock Consideration in the Merger shall be not less than that number which would cause the ratio of (i) the value, for federal income tax purposes, per share of Parent Common Stock on the Closing Date times the aggregate number of shares of Parent Common Stock to be paid as Stock Consideration pursuant to Section 2.1(c), to (ii) the sum of (A) the amount set forth in the preceding clause (i) plus (B) the aggregate Cash Consideration to be issued pursuant to Section 2.1(c) plus (C) any other amounts paid by Parent or the Company (or any affiliate thereof) to, or on behalf of, any Company shareholder in connection with the sale, redemption or other disposition of any Company stock in connection with the Merger for purposes of Treasury Regulation Sections 1.368-1(e) plus (D) any extraordinary dividend distributed by the Company prior to and in connection with the Merger for purposes of Treasury Regulation Sections 1.368-1(e), to be 42.5%. To the extent the application of this Section 2.1(l) would reasonably be expected to result in the number of shares of Company Common Stock to be converted into the right to receive the Stock Consideration in the Merger being increased, the Company may elect by written notice received by Parent no later than two business days prior to the Effective Time to change the form of the Merger in lieu of such an increase; PROVIDED, HOWEVER, that any such election does not delay the consummation of the Merger. If the Company so elects, this Agreement shall be amended to provide for the payment of the Merger Consideration (without adjustment under this Section 2.1(l)) pursuant to a merger of Merger Sub with and into the Company, with the Company being the Surviving Corporation (the "REVERSE MERGER"). The Reverse Merger would not be intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the conditions of Sections 8.2(g) and 8.3(f) hereof would be waived. If the Company does not make such election, then the number of shares of Company Common Stock to be converted into the right to receive the Stock Consideration shall be increased to the extent required by this Section 2.1(l), and the number of such shar...
Adjustment Per Tax Opinion. Notwithstanding anything in this Article II to the contrary (other than the last sentence of Section 2.01(m)), the number of shares of Company Common Stock to be converted into the right to receive the Stock Consideration in the Merger shall be not less than that number which would cause the ratio of (i) the closing price per share of Parent Common Stock on the Closing Date times the aggregate number of shares of Parent Common Stock to be issued as Stock Consideration pursuant to Section 2.01(c), to (ii) the sum of (v) the amount set forth in the preceding clause (i) plus (w) the aggregate Cash Consideration to be issued pursuant to Section 2.01(c) plus (x) the number of Dissenting Shares times the per share fair value of such shares determined pursuant to Section 2.01(n) of this Agreement or, if such fair value has not been determined as of the date the calculation required by this Section 2.01(l) is required to be made, then times the per share Cash Consideration, plus (y) any other amounts paid by the Company (or any affiliate thereof) to, or on behalf of, any Company shareholder in connection with the sale, redemption or other disposition of any Company stock in connection with the Merger for purposes of Treasury Regulation Sections 1.368-1(e) and 1.368-1T(e) plus (z) any extraordinary dividend distributed by the Company prior to and in connection with the Merger for purposes of Treasury Regulation Sections 1.368-1(e) and 1.368- 1T(e), to be 45%. To the extent the application of this Section 2.01(l) results in the number of shares of Company Common Stock to be converted into the right to receive the Stock Consideration in the Merger being increased, the number of such shares to be converted into the right to receive the Cash Consideration will be decreased.
Adjustment Per Tax Opinion. If, after having made the calculation under Section 2.2(d) (without giving effect to any subtraction permitted by this Section 2.2(g)), the tax opinions referred to in Sections 8.2(e) and 8.3(e) (the "Tax Opinions") cannot be rendered (as reasonably determined by SASM&F and LLG&M), as a result of the Second Merger possibly failing to satisfy continuity-of-interest requirements under applicable federal income tax principles relating to reorganizations described in the Code, then SCANA shall reduce, to the minimum extent necessary to enable the Tax Opinions to be rendered, the amount of cash to be delivered with respect to the PSNC Cash Election Shares and in lieu thereof shall deliver the number of shares of SCANA Common Stock having an aggregate value, based on the Average Price, equal to the amount of such reduction, and the PSNC Cash Election Number shall be appropriately adjusted to give effect to such reduction.
Adjustment Per Tax Opinion. If, after having made the calculation under Section 1.9.4 hereof and taking into account Dissenting Shares, the Tax Opinions referred to in Sections 6.2.3 and 6.3.3 cannot be rendered (as reasonably determined by Weil, Gotshal & Manges LLP, counsex xx PennCorp, and Schiff Hardin & Waxxx, xxxxxxx to xxx Xompany), as a result of the Merger possibly failing to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under section 368(a) of the Code, then PennCorp shall, on a pro rata basis, reduce to the minimum extent necessary to enable the Tax Opinions to be rendered, the amount of cash to be delivered with respect to the Cash Election Shares and in lieu thereof shall deliver such number of shares of PennCorp Common Stock that equal (a) the amount of cash that has been reduced in order to render the Tax Opinions divided by (b) the PennCorp Share Price, and the Cash Election Number shall be appropriately adjusted to effect such reduction.
Adjustment Per Tax Opinion. Notwithstanding anything in this Article II to the contrary (other than the last sentence of Section 2.01(m)), if, based on the Exchange Ratio determined in accordance with Section 2.01 (c), the Tax Ratio (as defined below) is less than 45% (or such lesser percentage, not below 40%, as shall be reasonably agreed to by tax counsel to FirstEnergy and GPU to enable such tax counsel to deliver the tax opinions referred to in Section 8.02(c) and 8.03(c)) (the "Minimum Tax Ratio"), the amount of cash to be delivered (but for this Section 2.01(1)) with respect to each share of GPU Common Stock convertible, in whole or in part, into a right to receive cash shall be reduced to the minimum extent necessary (the
Adjustment Per Tax Opinion. Notwithstanding anything in this Article II to the contrary (other than the last sentence of Section 2.01(m)), if, based on the Exchange Ratio determined in accordance with Section 2.01(c), the Tax Ratio (as defined below) is less than 45% (or such lesser percentage, not below 40%, as shall be reasonably agreed to by tax counsel to FirstEnergy and GPU to enable such tax counsel to deliver the tax opinions referred to in Section 8.02(c) and 8.03(c)) (the "Minimum Tax Ratio"), the amount of cash to be delivered (but for this Section 2.01(l)) with respect to each share of GPU Common Stock convertible, in whole or in part, into a right to receive cash shall be reduced to the minimum extent necessary (the amount of such reduction, the "Reduction Amount") (and FirstEnergy shall deliver with respect to each such share of GPU Common Stock, in lieu of the Reduction Amount, that number of shares of FirstEnergy Common Stock having an aggregate value (based on the closing price of the FirstEnergy Common Stock on the Closing Date) equal to the Reduction Amount) so that the Tax Ratio is equal to the Minimum Tax Ratio. "Tax Ratio" shall mean the ratio of (i) the product of (A) the closing price per share of FirstEnergy Common Stock on the Closing Date times (B) the excess of (x) the aggregate number of shares of FirstEnergy Common Stock to be issued pursuant to this Section 2.01 over (y) the number of shares of FirstEnergy Common Stock that tax counsel to FirstEnergy or GPU reasonably deems necessary to exclude for purposes of the "continuity-of-interest" requirements under applicable federal income tax principles relating to reorganizations described in the Code (the "Aggregate Stock Amount"), to (ii) the sum of (u) the Aggregate Stock Amount plus (v) the aggregate cash payable pursuant to this Section 2.01 (plus the aggregate estimated amount of cash payable in lieu of fractional shares of FirstEnergy Common Stock pursuant to Section 2.02(e)(ii)) plus (w) the number of Dissenting Shares times the per share fair value of such shares determined pursuant to applicable law or, if such fair value has not been determined as of the date the calculation required by this Section 2.01(l) is required to be made, then times the greater of (A) the Cash Consideration and (B) the value of the number of shares of FirstEnergy Common Stock equal to the Exchange Ratio (based on the closing price per share of FirstEnergy Common Stock on the Closing Date), plus (x) any other amounts paid b...
Adjustment Per Tax Opinion. If, after having made the calculation under Section 2.2(d) or (h) (without giving effect to any subtraction permitted by this Section 2.2(j)), the tax opinions referred to in Sections 8.2(e) and 8.3(e) (the "Tax Opinions") cannot be rendered (as reasonably determined by ST&B or CG&R), as a result of the Second Merger possibly failing to satisfy continuity-of-interest requirements under applicable federal income tax principles relating to reorganizations described in the Code, then DRI shall reduce, to the minimum extent necessary to enable the Tax Opinions to be rendered, the amount of cash to be delivered with respect to the CNG Cash Election Shares or with respect to the Stock Election Top-Up Amount, as the case may be, and in lieu thereof shall deliver the number of shares of DRI Common Stock having an aggregate value, based on the DRI Average Price, equal to the amount of such reduction, and if shares of DRI Common Stock are delivered with respect to the CNG Cash Election Shares, DRI shall make the appropriate adjustments to the CNG Cash Number to give effect to such reduction. A-6
Adjustment Per Tax Opinion. If, after having made the calculation under Section 2.2.3, the tax opinions referred to in Sections 7.2.3 and 7.3.3 (the "Tax Opinions") cannot be rendered (as reasonably determined by SH&W, counsel to Nipsco, and LLG&M, counsel to the Company, as a result of the Merger possibly failing to satisfy continuity-of-interest requirements under applicable federal income tax principles relating to reorganizations described in Section 368(a) of the Code, then Nipsco shall reduce, to the minimum extent necessary to enable the Tax Opinions to be rendered, the amount of cash to be delivered with respect to the Cash Election Shares and in lieu thereof shall deliver the number of Nipsco Common Shares having an aggregate value, based on the Nipsco Share Price, equal to the amount of such reduction, and the Cash Election Number shall be appropriately adjusted to give effect to such reduction.
Adjustment Per Tax Opinion. Notwithstanding anything in this Article III to the contrary, if, based on the Exchange Ratio determined in accordance with Section 3.1(a), the Tax Ratio (as defined below) is less than 55% (or such lesser percentage, not below 40%, as shall be reasonably agreed to by tax counsel to ProCentury and Meadowbrook to enable such tax counsel to deliver the tax opinions referred to in Article VIII) (the “Minimum Tax Ratio”), the number of Cash Election Shares (but for this Section 3.2(f)) shall be reduced by the minimum extent necessary (the amount of such reduction, the “Reduction Amount”) so that the Tax Ratio is equal to the Minimum Tax Ratio. The reduction and reallocation required by this Section 3.2(f) shall be effected in accordance with the procedures set forth in Section 3.2(e). “Tax
