Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the Signing Date and the Effective Time, any change in the outstanding securities of the Company, the Parent Ordinary Shares or the Purchaser Ordinary Shares shall occur (other than the issuance of additional shares of the Company or Parent or Purchaser as permitted by this Agreement), including by reason of any reclassification, recapitalization, share split (including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share dividend or distribution paid in shares, then the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent, Purchaser, Merger Sub or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.
Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Parent Ordinary Shares into a different number, class or series, including by reason of any reclassification, recapitalization, share split (including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share dividend or distribution paid in shares, then the Merger Consideration and the Exchange Ratio and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to provide to the holders of Company Common Shares the same economic effect as contemplated by this Agreement without giving effect to such event; provided, however, that this sentence shall not be construed to permit Parent, Merger Sub or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.
Adjustments in Certain Circumstances. Notwithstanding anything to the contrary contained in this Agreement, if any Company is or is deemed to be an Excluded Company (as defined in the Membership Interest Purchase Agreement) in accordance with the terms of the Membership Interest Purchase Agreement, then (i) the premises consisting of the real property, and facilities, improvements and fixtures thereon, associated with any of the Divested Facilities or Belterra Park, as applicable, operated by such Excluded Company (“Excluded Company Property”) shall not be included within the “Facilities” or “Leased Property” under the Xxxx Master Lease; (ii) such Excluded Company Property shall be included within the “Facilities” and “Leased Property” under the Amended Pinnacle Master Lease; and (iii) adjustments shall be made to the rent and Percentage Rent Breakpoint Amount under each of the Xxxx Master Lease and the Amended Pinnacle Master Lease so as to include values on account of such Excluded Company Property in the Amended Pinnacle Master Lease and to exclude such values from the Xxxx Master Lease, prior to the Divestiture Closing Date; provided, however, that:
(A) if Purchaser later acquires the membership interests in any such Excluded Company pursuant to Section 9.11 of the Membership Interest Purchase Agreement (any such later-acquired Company, a “Later-Acquired Company”), then substantially concurrently with such acquisition, (x) the Xxxx Master Lease shall be amended to include the Excluded Company Property of such Later-Acquired Company (“Later-Acquired Property”) on financial terms consistent with this Agreement and (y) the Amended Pinnacle Master Lease shall be amended to remove such Later-Acquired Property;
(B) if Gold LLC is required or agrees to consent to an alternative divestiture, hold-separate or similar arrangement contemplated by paragraphs 1(a)(ii)-(iv) or 1(b) of the Consent Agreement (each, an “Alternative Transaction”), then GLPI hereby agrees to enter into (and/or cause its applicable subsidiaries to enter into) the lease(s) in the form and pursuant to the terms set forth in the Consent Agreement and related transaction documents to the extent necessary to effect such Alternative Transaction(s) in a manner consistent with the Consent Agreement and the parties shall cooperate in good faith to amend, to the extent applicable, the Amended Pinnacle Master Lease and the Xxxx Master Lease accordingly; and
(C) if the arrangements provided for in this Section 9 cannot lawfully be implem...
Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the Signing Date and the Effective Time, any change in the outstanding securities of the Company, the Parent Ordinary Shares or the Purchaser Ordinary Shares shall occur (other than the issuance of additional shares of the Company or Parent or Purchaser as permitted by this Agreement), including by reason of any reclassification, recapitalization, share split (including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share dividend or distribution paid in shares, then the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent, Purchaser, Merger Sub or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. For the avoidance of doubt, no less than ten (10) business days’ notice shall be provided to the appropriate parties with respect to any change in the outstanding securities of the Company, the Parent Ordinary Shares or the Purchaser Ordinary Shares proposed to be made effective (other than the issuance of additional shares of the Company or Parent or Purchaser as permitted by this Agreement) at any time during the period between the Signing Date and the Effective Time.
Adjustments in Certain Circumstances. 6.13.1. In the event that, after obtaining any Marketing Approval for the Product in Territory: (i-α) the XXX Xxxxx of such Product is substantially different (that is, by a factor of more than [***]) from the estimated price agreed between the Parties as at the Effective Date and set out in Schedule 6 or (i-β) XXXXX sets a price for the supply of Product to ZENYAKU for Commercialisation (“Supply Price”), and (ii) ZENYAKU can reasonably demonstrate, given such XXX Xxxxx or such Supply Price, that:
(a) adhering to the sales milestones at the levels set out in clause 6.1 or (as applicable) clause 6.2 will make selling the Product in the Territory commercially unviable for ZENYAKU, the Parties shall discuss and seek to agree in good faith the substitution of such sales milestones with milestones more fairly aligned with the economic realities of the market in the Territory prevailing at that time; and/or
(b) adhering to royalties at the rates set out in clauses 6.4 or (as applicable ) 6.5, will make selling the Product in the Territory commercially unviable for ZENYAKU, the Parties shall discuss and seek to agree in good faith the substitution of such royalties with royalties at rates more fairly aligned with the economic realities of the market in the Territory prevailing at that time; provided that the foregoing shall only apply to a review of Effective Royalty Rates defined in clause 6.5 which shall otherwise remain unaffected by this clause 6.13.
6.13.2. At the beginning of each calendar year XXXXX shall review the royalty payments made to it by XXXXXXX in the preceding calendar year to ensure that the level of such royalty payments is commercially viable for XXXXX, given XXXXX’s upstream royalty obligations to CSL (that is to say, does not result in a net profit to XXXXX of zero or less). In the event XXXXX can reasonably demonstrate that such aggregate royalty payments are not so commercially viable, the Parties shall discuss and seek to agree in good faith the substitution of such royalties with royalties at rates which ensure commercial viability for XXXXX.
Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, the outstanding Holdco Shares or SPAC Class A Shares shall have been changed into a different number of shares or a different class, by reason of any share dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Holdco Shares or SPAC Class A Shares, as applicable, will be appropriately adjusted to provide to SPAC and the Holdco Shareholders the same economic effect as contemplated by this Agreement prior to such event.
Adjustments in Certain Circumstances. Section 10.01 Definition and Purpose
Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, the outstanding Company Ordinary Shares or SPAC Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Ordinary Shares or SPAC Ordinary Shares, as applicable, will be appropriately adjusted to provide to the SPAC Shareholder and the Company Shareholders the same economic effect as contemplated by this Agreement prior to such event.
Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, the outstanding Company Ordinary Shares or Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Ordinary Shares or Parent Common Stock, as applicable, will be appropriately adjusted to provide to Parent and the Company Shareholders the same economic effect as contemplated by this Agreement prior to such event.
Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, the outstanding ParentCo Shares, Company Interests or SPAC Class A Shares shall have been changed into a different number of shares, interests or a different class, by reason of any share dividend, capitalization, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of ParentCo Shares, Company Interests or SPAC Class A Shares, as applicable, will be appropriately adjusted to provide to SPAC, Company Members and the stockholders of ParentCo the same economic effect as contemplated by this Agreement prior to such event.
