Adjustment to Offer Price Sample Clauses

Adjustment to Offer Price. If, following the date of this Agreement, the Company changes or establishes a record date for changing the number of Shares outstanding as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or other similar transaction in respect of the outstanding Shares and the record date therefor shall be prior to the Effective Time, then, in any such event, and in addition to any other rights and remedies that may be available to it, the Offer Price shall be proportionately adjusted to reflect that change.
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Adjustment to Offer Price. Notwithstanding anything else to the contrary contained herein, on the tenth day of each calendar month, commencing with May 10, 1999, the Offer Price as in effect on the ninth day of such calendar month shall be increased by an amount equal to $.50 per Share. All references to the Offer Price in this Agreement shall be deemed to be to the Offer Price as so adjusted.
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Adjustment to Offer Price. In the event there shall occur a Distribution Date (as defined in the Company Rights Agreement), at any time during the period from the date of this Agreement to the Consummation of the Offer, the Company and the Parent shall mutually agree to make such adjustment to the Offer Price so as to preserve the economic benefits that the Company and the Parent reasonably expected on the date of this Agreement to receive as a result of the Consummation of the Offer and the Merger and the other transactions contemplated by this Agreement.
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Adjustment to Offer Price. (a) If Aggregate Client Revenue (as defined in Annex I hereto) as of the most recent calendar month-end prior to the acceptance by Purchaser of Common Shares for payment pursuant to the Offer (the "LAST MONTH-END") (such amount of Aggregate Client Revenue as of the Last Month-End being hereinafter referred to as the "LME AMOUNT") is less than the Requisite Revenue Percentage and greater than 75% of Aggregate Client Revenue as of May 31, 2000, the Offer Price shall be equal to (x) the Base Offer Price multiplied by (y) a quotient, the numerator of which is the LME amount plus an amount equal to the product of (A) a percentage equal to 100% less the Requisite Revenue Percentage multiplied by (B) Aggregate Client Revenue as of May 31, 2000, and the denominator of which is Aggregate Client Revenue as of May 31, 2000; provided that if (1) the LME Amount is less than (2) an amount equal to the product of the Requisite Revenue Percentage multiplied by Aggregate Client Revenue as of May 31, 2000 (the "REQUISITE AMOUNT") by an amount that is more than 5% of Aggregate Client Revenue as of May 31, 2000 (such shortfall in excess of Aggregate Client Revenue as of May 31, 2000, expressed as a percentage of Aggregate Client Revenue as of May 31, 2000, the "ADDITIONAL REVENUE SHORTFALL"), the Offer Price shall also be reduced by an additional amount equal to (x) the Base Offer Price multiplied by (y) the Additional Revenue Shortfall. For the avoidance of doubt, the effect of the foregoing sentence shall be to reduce the Base Offer Price by 1% for every 1% (measured with respect to Aggregate Client Revenue as of May 31, 2000) by which the LME Amount is less than the Requisite Amount for the first 5% (measured with respect to Aggregate Client Revenue as of May 31, 2000) shortfall of the LME Amount from the Requisite Amount, and 2% for every 1% (measured with respect to Aggregate Client Revenue as of May 31, 2000) by which the LME Amount is less than the Requisite Amount for any shortfall of the LME Amount from the Requisite Amount in excess of the first 5% (measured with respect to Aggregate Client Revenue as of May 31, 2000).) Notwithstanding the foregoing, if, as of the Last Month-End, Fund Approval and Client Consent (each as defined below) are obtained from Clients (as defined below) the Aggregate Client Revenue of which accounts together represent the Requisite Amount, the Offer Price shall be equal to the Base Offer Price. If the LME Amount is less than 75% of Aggrega...
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Adjustment to Offer Price. 42 Section 6.17 Parent Actions Following Consummation of the Offer.......42
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Adjustment to Offer Price. If, following the date hereof, the Company changes or establishes a record date for changing the number of Company Shares or securities convertible or exchangeable into or exercisable for Company Shares issued and outstanding as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or other similar transaction in respect of the outstanding Company Shares, in each case effected with Parent’s prior written consent in compliance with Section 7.2, and the record date therefor shall be prior to the earlier to occur of the Acceptance Time and the Effective Time (such earlier time, the “Applicable Time”), then, in any such event, the Offer Price shall be equitably adjusted to reflect that change.
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Adjustment to Offer Price. 5 Article II - The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.1 The Merger . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.3 Effective Time . . . . . . . . . . . . . . . . . . . . 5 Section 2.4 Effects of the Merger . . . . . . . . . . . . . . . . . 5 Section 2.5 Restated Certificate of Incorporation and By-laws; Officers and Directors. . . . . . . . . . . . . . . . . 5 Article III - Effect of the Merger on the Stock of the Constituent Corporations; Surrender of Certificates. . . . . . . . . . . . . . . 6 Section 3.1
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Related to Adjustment to Offer Price

  • Offer Price “Offer Price” is defined in Recital A of the Agreement.

  • 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):

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment to Consideration (a) Within forty-five (45) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative unaudited balance sheets of the Surviving Corporation and its Subsidiaries as of the Closing Date (the “Adjusted Balance Sheets”). The Adjusted Balance Sheets will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials and shall include without limitation all Estimated Third Party Expenses that have been accrued but that have not been paid prior to the Effective Time, any payments to Terminating Employees for severance or similar payments and any other payments triggered or accelerated by or contingent upon the Closing or the Merger. In the event that, pursuant to the terms of this Section 9.6(a), it is determined that (i) the amount equal to (A) the absolute value of the Company’s and its Subsidiaries’ total liabilities (as defined by and as determined in accordance with GAAP and shall include without limitation all Estimated Third Party Expenses that have been accrued but that were not paid prior to the Effective Time and any other payments triggered or accelerated by or contingent upon the Closing or the Merger, but shall exclude deferred revenue and the Specified Liabilities) at the Closing Date as reflected on the Adjusted Balance Sheets minus (B) the absolute value of the Company’s and its Subsidiaries’ total assets (as defined by and as determined in accordance with GAAP) at the Closing Date (collectively, the “Net Liabilities at Closing”) minus (C) the Balance Sheet Adjustment Amount, is a number greater than the Balance Sheet Target, and/or (ii) the amount equal to (A) the absolute value of the total Specified Liabilities at the Closing Date as reflected on the Adjusted Balance Sheets (collectively, the “Specified Liabilities at Closing”) minus (B) the Specified Liabilities Adjustment Amount, is a number greater than $1,875,849, then an amount of Escrow Shares equal to the sum of the excess amount, if any, determined in accordance with clause (i) above plus the excess amount, if any, determined in accordance with clause (ii) above (collectively, the “Excess Liabilities”) shall be returned to Parent out of the Escrow Fund in accordance with the terms of the Escrow Agreement. Following delivery by Parent to the Stockholder Representative of the Adjusted Balance Sheets, Parent shall give the Stockholder Representative reasonable access during Parent’s regular business hours to those books and records of the Surviving Corporation in the possession or control of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheets for purposes of resolving any disputes concerning the Adjusted Balance Sheets and the calculation of Net Liabilities at Closing.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • 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.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • 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.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

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