Adjustments to Stock and Cash Consideration Sample Clauses

Adjustments to Stock and Cash Consideration. Notwithstanding anything herein to the contrary, the total Stock Consideration shall be increased and the total Cash Consideration shall be decreased if, but only to the extent, necessary to secure the tax opinions required by Sections 5.01(i) and 5.02(i).
Sample 1
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Adjustments to Stock and Cash Consideration. Notwithstanding anything herein to the contrary, the total stock consideration shall be increased and the total cash consideration shall be decreased if, but only to the extent, necessary to secure the tax opinions or tax rulings required by Section 7.1(k). For this purpose, the parties agree that the sum of (i) the total cash consideration component of the Aggregate Purchase Price plus (ii) the amount of any dividend to be paid to shareholders of EHC pursuant to Section 1.3(g)(i) hereof, shall not exceed the “Maximum Cash Percentage,” which, for this purpose, shall mean 59% of the sum of (x) the Aggregate Purchase Price plus (xi) the amount of any dividend to be paid to shareholders of EHC pursuant to Section 1.3(g)(i) hereof. In the event that the parties determine that the sum of (Y) the total cash consideration component of the Aggregate Purchaser Price plus (Z) the amount of any dividend to be paid to shareholders of EHC pursuant to Section 1.3(g)(i) hereof will exceed the Maximum Cash Percentage, the total cash consideration component of the Merger Consideration shall be decreased and the total stock consideration shall be increased to the extent necessary to achieve compliance with the Maximum Cash Percentage.
Sample 1
Adjustments to Stock and Cash Consideration. Notwithstanding anything herein to the contrary, the total Stock Consideration shall be increased and the total Cash Consideration shall be decreased if, but only to the extent, necessary to ensure that the total value of the Cash Consideration to be received by the First Essex stockholders is no more than 60% of the total consideration to be received by the First Essex
Sample 1
Adjustments to Stock and Cash Consideration. The total Cash Consideration shall be increased to the extent necessary to give effect to the provisions of Section 1.02(e)(xi) hereof. Notwithstanding the foregoing or anything else contained in this Section 1.02 to the contrary, the total Stock Consideration shall be increased and the total Cash Consideration shall be decreased to the extent necessary to secure the tax opinions required by Sections 5.01(i) and 5.02(i) hereof.
Sample 1
Adjustments to Stock and Cash Consideration. Notwithstanding anything herein to the contrary, the total Stock Consideration shall be increased and the total Cash Consideration shall be decreased if, but only to the extent, necessary to ensure that the total value of the Cash Consideration to be received by the First Essex stockholders is no more than 60% of the total consideration to be received by the First Essex stockholders, as follows: The Stock Election Shares held by any First Essex stockholder shall, instead of the right to receive the Stock Consideration set forth in section 1.02(e)(iv), be converted in the aggregate into the right to receive that number of shares of validly issued, fully paid and nonassessable shares of Sovereign Common Stock equal to (a) 2.9250 times the number of such Stock Election Shares, plus (b) an additional number of whole and fractional shares of Sovereign Common Stock which, when multiplied by the Sovereign Market Price as of the Business Date immediately preceding the Closing Date, equals the difference (the "Adjustment Amount") between (x) 40% of the sum of (I) $48.00 times the number of such Stock Election Shares plus (II) the amount of cash in lieu of fractional shares of Sovereign Common Stock otherwise deliverable pursuant to section 1.02(e)(xi) in respect of such Stock Election Shares, minus (y) 60% of the Sovereign Market Price, as of the Business Date immediately preceding the Closing Date, multiplied by 2.9250 times the number of such Stock Election Shares; and the Cash Election Shares held by any First Essex stockholder shall, instead of the right to receive the Cash Consideration set forth in section 1.02(e)(iv), be converted in the aggregate into the right to receive an amount of cash equal to the product of (a) the number of such Cash Election Shares, times (b) the quotient obtained by dividing (x) $48.00 times the total number of Cash Election Shares held by all First Essex stockholders, minus the aggregate of all Adjustment Amounts for all Stock Election Shares held by all First Essex stockholders (as calculated above) by (y) the total number of Cash Election Shares held by all First Essex stockholders.
Sample 1

Related to Adjustments to Stock and Cash Consideration

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • 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 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 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.

  • 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.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Stock Consideration 3 subsidiary...................................................................53

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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