Adjustments to Exchange Consideration Sample Clauses

Adjustments to Exchange Consideration. Contingent Shares. An aggregate 100,000 of the 400,000 shares of Featherlite Common Stock comprising the Exchange Consideration, as described in section 2.4 hereof, shall be issuable to Vantare only as and to the extent described in this section 2.7. The "Earnout Period" shall be the period beginning on January 1, 1997, and ending on December 31, 2000. During the Earnout Period, a maximum of 100,000 shares may be earned. The actual number of shares earned during the Earnout Period shall be determined annually based on the Net Income (as defined below) earned, on a cumulative basis, through the year of determination. During the first three years of the Earnout Period, Vantare shall earn 25,000 shares upon achievement of each of the following levels of cumulative Net Income: $1,200,000, $2,800,000, and $4,400,000; provided, however, that (i) shares shall not be prorated on the basis of the achievement of less than the full amount of cumulative Net Income required for any of such levels; and (ii) no more than 25,000 shares may be earned for each completed year since the beginning of the Earnout Period, but such annual limitation may (if not earned in any year) be carried over to the succeeding year(s) of the first three years of the Earnout Period. In the fourth year of the Earnout Period, Vantare shall earn shares equal to the following: (i) the number of shares of Featherlite Common Stock that bears the same ratio to 100,000 such shares that aggregate Net Income for the Earnout Period bears to $6,000,000, with the result rounded to the nearest whole number of shares, minus (ii) the aggregate number of shares of Featherlite Common Stock earned by Vantare during the first three years of the Earnout Period; provided, however, that no shares shall be earned unless the aggregate Net Income for the Earnout Period equals or exceeds $1,200,000. Vantare shall have the right to earn all or any portion of the aggregate 100,000 shares issuable pursuant to this section 2.7 (less any shares paid in the first three years of the Earnout Period) in the fourth year of the Earnout Period.
Sample 1
AutoNDA by SimpleDocs
Adjustments to Exchange Consideration. The parties hereby further agree that the aggregate dollar value of exchange consideration payable to Contributors pursuant to Section 3.1 shall be increased by $102,751.
Sample 1

Related to Adjustments to Exchange Consideration

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Exchange Ratios The Stock Exchange Ratio and Cash Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring after the date hereof and prior to the Effective Time.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustments to the Shares The applicable Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 4.

  • 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.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

Time is Money Join Law Insider Premium to draft better contracts faster.