Adjustment to Exchange Ratios. If on or after the date hereof, (a) PCS declares or sets a record date for any dividend or other distribution on the PCS Shares (other than PCS Permitted Dividends) that is prior to the Effective Time or pays any dividend or other distribution on the PCS Shares (other than PCS Permitted Dividends) prior to the Effective Time, or (b) Agrium declares or sets a record date for any dividend or other distribution on the Agrium Shares (other than Agrium Permitted Dividends) that is prior to the Effective Time or pays any dividend or other distribution on the Agrium Shares (other than Agrium Permitted Dividends) prior to the Effective Time, the Parties shall make such adjustment to the PCS Exchange Ratio and/or the Agrium Exchange Ratio as they determine, acting reasonably and in good faith, to be necessary to restore the original intention of the Parties in the circumstances.
Adjustment to Exchange Ratios. 3.2.1 The TPCO Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Newco Shares or TPCO Shares), consolidation, reorganization, recapitalization or other like change with respect to Newco Shares or TPCO Shares occurring after the date of the Business Combination Agreement and prior to the Arrangement Effective Time.
Adjustment to Exchange Ratios. Each of the Series A Conversion Ratio, the Series B Conversion Ratio, the Series C Conversion Ratio and the Common Stock Conversion Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible or exchangeable into Parent Common Stock or Company Capital Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock or Company Capital Stock occurring after the date hereof and prior to the Effective Time.
Adjustment to Exchange Ratios. The parties acknowledge and agree that the exchange ratios set forth in Sections 3.1, 3.2 and 3.3 with respect to the number of shares of Parent Common Stock, Parent Preferred Stock, Adjusted Parent Options and Adjusted Parent Warrants to be received by Winston Stockholders and/or holders of Winston Options or Winston Preferred Warrants, respectively, as a result of the Merger, have been calculated based on, among other things, (a) the capitalization of Winston and Parent as of the date hereof as disclosed herein and in the Disclosure Schedule, (b) assuming the issuance of 4,187,413 shares of Winston Series B Preferred Stock pursuant to the Series B Agreement, and (c) the satisfaction of the Cash Closing Condition. Therefore, to the extent the capitalization of either Winston or Parent changes in any respect on or prior to the Effective Time (excluding the issuance of Winston Series B Preferred Stock, as contemplated by the Series B Closing Condition), then such ratios shall be adjusted proportionately so that each of the following groups shall achieve the following aggregate percentages of equity ownership of Parent on a fully diluted basis after giving effect to the Merger: Holders of Winston Common Stock and Winston Options (collectively as a group) 63.00 % Holders of Winston Series A Preferred Stock 14.21 % Holders of Winston Series B Preferred Stock 10.23 % Holders of Winston Preferred Warrants 10.00 % Furthermore, in the event that (i) there are more or less than 4,187,413 shares of Winston Series B Preferred Stock issued and outstanding at the Effective Time and the parties wish to waive the Series B Closing Condition, or (ii) Winston wishes to waive the Cash Closing Condition, then the parties must also agree in writing to amend the exchange ratios set forth in Sections 3.1, 3.2 and 3.3 prior to the Effective Time, and each such amendment shall require the approval of the holders of a majority of the Winston Series A Preferred Stock.
Adjustment to Exchange Ratios. The FAI Exchange Ratio and the Company Exchange Ratio set forth above in Section 2.01(b) are based on the assumption that the shareholders of FAI will own 8% of the outstanding Common Stock of Public FAI as of immediately after the Effective Time of the Merger, without taking into consideration the shares of Company Stock that may be issued in the USFR Merger. If necessary to maintain this percentage ownership immediately after the Effective Time of the Merger, the Company Exchange Ratio set forth in Section 2.01(b) or the FAI Exchange Ratio set forth in Section 2.01(a) shall be proportionately adjusted so as to achieve this 8% target for the FAI shareholders in the Merger.”
Adjustment to Exchange Ratios. In the event of a stock dividend, stock split, reverse stock split or similar change in the capital structure of either Bxxxx or Covalence after the date hereof, the exchange ratio or ratios applicable to such capital stock shall be equitably adjusted, such that the number of shares of Surviving Corporation Common Stock to which such holder is entitled is the same as it would have been prior to such dividend, split or change.
