Adjustment to Equity Transfer Price Sample Clauses

Adjustment to Equity Transfer Price. The Parties agree, any adjustment to the Equity Transfer Price shall be based on the pre discount amount of US$ 2,160,000 provided in Article 5.1.2 above. One year after the Industrial and Commercial Registration Date of Xxxxxxxx Music, if the actual amount of Benchmark Profit is more than US$ 1,700,000, Hurray! Music shall pay to Party C in a lump sum the supplemental amount within ten (10) Business Days after the determination of the Benchmark Profit. The supplemental amount shall be: the actual amount of Benchmark Profit×4.235×30% - US$2,160,000. One year after the Industrial and Commercial Registration Date of Xxxxxxxx Music, if the actual amount of Benchmark Profit is less than US$ 1,700,000, Party A shall have the options either to: (1) require Party C to refund to Hurray! Music the amount overpaid by Hurray! Music within ten (10) Business Days after the determination of the Benchmark Profit. The overpaid amount shall be: US$2,160,000 - (actual amount of Benchmark Profit×4.235×30%). Party C shall continue to refund even if the refundable amount is higher than that actually paid by Hurray! Music; or (2) require to re-adjust the respective proportion of equity interest held by Hurray! Music and Party B in the following manner: to calculate the equity interest held by Hurray! Music in Xxxxxxxx Music according to the Equity Transfer Price (i.e., the pre discount amount of US$ 2,160,000 provided in Article 5.1.2 above) and the actual value of the company (actual amount of Benchmark Profit×4.235), and the equity interest held by Party B in Xxxxxxxx Music shall also be diluted at the same time; the diluted proportion of equity interest held by Party B in Xxxxxxxx Music shall be: 1- [US$ 2,160,000/(actual amount of Benchmark Profit×4.235)]. If Party A requires to re-adjust the proportion of equity interest in the aforesaid manner, Party B shall transfer for free the diluted equity interest to Hurray! Music, enter into the Equity Transfer Agreement and relevant legal documents with Hurray! Music, and assist Hurray! Music with the handling of formalities for the change of industrial and commercial registration.
Sample 1
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Adjustment to Equity Transfer Price. The Parties agree, any adjustment to the Equity Transfer Price shall be based on the amount of US$ 2,905,000.00 provided in Article 3.2 above. If the actual amount of Benchmark Profit is more than US$ 1,254,202.50, Party B shall pay to Party A in a lump sum the supplemental amount within ten (10) Business Days after the determination of the Benchmark Profit. The supplemental amount shall be: the actual amount of Benchmark Profit×6×41.5% - US$2,905,000.00. If the actual amount of Benchmark Profit is less than US$ 1,254,202.50, Party B shall have the option to either to: (1) require Party A to refund to Party B the amount overpaid by Party B within ten (10) Business Days after the determination of the Benchmark Profit. The overpaid amount shall be: US$2,905,000.00 - (actual amount of Benchmark Profit×6×41.5%). or (2) require to re-adjust the respective proportion of equity interest held by Party A and Party B in the following manner: to calculate the equity interest held by Party B in the Company according to the Equity Transfer Price and the actual value of the Company (actual amount of Benchmark Profit×6), and the equity interest held by Party A in the Company shall also be diluted at the same time; the diluted proportion of equity interest held by Party A in the Company shall be: 1- [US$ 2,905,000.00/(actual amount of Benchmark Profit×6)]. But the proportion of equity interest held by Party A in the Company shall not be diluted to below 30%. At such time, any un-refunded portion of the Equity Transfer Price shall be refunded by Party A to Party B. If Party B requires any re-adjustment to the proportion of equity interest in the aforesaid manner, Party A shall transfer without additional cost the diluted equity interest to Party B, enter into the Equity Transfer Agreement and relevant legal documents with Party B, and assist Party B with the handling of formalities for the change of industrial and commercial registration. The fee for auditing the Benchmark Profit will be paid by the Company, which shall not be included in the Benchmark Profit.
Sample 1

Related to Adjustment to Equity Transfer Price

  • Transfer Price 4.1. With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to each Company Shareholder at each Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall be the lowest price permitted by the PRC Law.

  • Adjustment to Number of Shares Upon each adjustment of the Exercise Price, the number of Shares issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (x) the product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant, and (ii) the Exercise Price, in each case as in effect immediately before such adjustment by (y) the adjusted Exercise Price.

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • 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.

  • 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 Exercise Price Upon Issuance of Additional Shares of Common Stock In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows:

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

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