Adjustments to Equity Value. For all purposes of this Agreement, --------------------------- the Equity Value of the Issuer, as determined pursuant to Section 7(a) or 7(b), above, as the case may be, shall be adjusted as follows: (A) by adding to such Equity Value an amount equal to the aggregate amount of all dividends, payments in redemption of and other distributions of any kind in respect of (x) the ordinary shares of the Issuer and (y) any preference shares of the Issuer issued after the date of this Agreement, in each case which were paid or otherwise distributed since the date of this Agreement and except for dividends, payments in redemption and other distributions paid in ordinary shares or preference shares of the Issuer; (B) by adding to such Equity Value an amount equal to all fees paid by the issuer to (i) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation or any Affiliate thereof or (ii) any other financial advisor engaged by the Issuer or UIHI in connection with the redemption of the Increasing Rate Preferred or the implementation of any Strategic Plan, (as such terms are defined in the Transaction Agreement) together with any amount paid to third parties in reimbursement for the payment of any such fees in connection with the transactions contemplated by the Transaction Agreement, as permitted by Sections 4.3, 5.7, 8.5(c) and 8.6(c) of the Transaction Agreement; (C) by adding to such Equity Value an amount equal to any reduction in the equity value of the Issuer resulting from any transaction or series of related transactions conducted at other than fair market value; and (D) by subtracting from such equity value an amount equal to the aggregate amount of all additional contributions to the share capital of the Issuer (whether in cash or property) made from and after the date of this Agreement (other than any share capital contributed to the Issuer in connection with the Settlement Event pursuant to which the Holder elects or is deemed to elect to exercise the Right).
Adjustments to Equity Value. (a) The Estimated Total Equity Value shall be adjusted at Closing as follows (each such adjustment, an “Equity Value Adjustment”, and the Estimated Total Equity Value as so adjusted at Closing, the “Total Equity Value”):
