Adjustments to Stock Consideration. The Stock Consideration shall be adjusted to reflect fully the effect of any share sub-division or combination, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock that is subsequently converted into any Company Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock occurring after the date hereof and prior to the Merger Effective Time, so as to provide Contributor the same economic effect as contemplated by this Agreement prior to such share sub-division or combination, stock dividend, reorganization, recapitalization or like change.
Adjustments to Stock Consideration. The calculation of the Aggregate Stock Consideration and aggregate shares of Parent Common Stock, if any, payable as Alternative Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities of a Subsidiary of Parent or the Company or of securities convertible into Parent Common Stock or Company Stock), recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Stock with a record date occurring on or after the date hereof and prior to the Effective Time; provided that nothing in this Section 3.02(f) shall be construed to permit the Company or Parent to take any of the foregoing actions with respect to Company Stock or Parent Common Stock, as applicable, to the extent otherwise prohibited by the terms of this Agreement, including Section 6.01 and Section 6.02.
Adjustments to Stock Consideration. Notwithstanding the foregoing:
(i) If the Average Parent Stock Price is less than or equal to $18.38 (the “Walk-Away Price”), the Company shall have the right to give written notice to Parent (a “Walk-Away Notice”), of the Company’s election to terminate this Agreement in accordance with Section 8.01(d)(iii) hereof. Any Walk-Away Notice shall be delivered to Parent no later than 5:00 p.m. Pacific time on the second (2nd) Business Day following the Measurement End Date. If the Company delivers a timely Walk-Away Notice, Parent shall have the right to give written notice to the Company (the “Top-Up Notice”), of Parent’s election to increase (A) the per share Stock Consideration otherwise payable hereunder to a number of shares of Parent Stock equal to (i) the product of (x) the Stock Consideration, (y) $26.25 and (z) seventy percent (70%) divided by (ii) the Average Parent Stock Price and (B) the Company Stock Award Exchange Ratio to (i) the product of (x) the Company Stock Award Exchange Ratio, (y) $26.25 and (z) seventy percent (70%) divided by (ii) the Average Parent Stock Price. Any Top-Up Notice shall be delivered to the Company no later than 5:00 p.m. Pacific time on the second (2nd) Business Day following delivery to Parent of the Walk-Away Notice. In the event that Parent delivers a Top-Up Notice in response to a duly delivered Walk-Away Notice in accordance with this Section 2.02(c)(i), (1) the Company shall not be entitled to terminate this Agreement pursuant to Section 8.01(d)(iii) and (2) for all purposes under this Agreement, the Stock Consideration and the Company Stock Award Exchange Ratio shall mean the Stock Consideration and the Company Stock Award Exchange Ratio as adjusted pursuant to this Section 2.02(c)(i).
(ii) If the Average Parent Stock Price is greater than or equal to $34.13, Parent shall have the right to give written notice to the Company (a “Reset Notice”), of Parent’s election to decrease (A) the per share Stock Consideration otherwise payable hereunder to a number of shares of Parent Stock equal to (i) the product of (x) the Stock Consideration, (y) $26.25 and (z) one hundred thirty percent (130%) divided by (ii) the Average Parent Stock Price and (B) the Company Stock Award Exchange Ratio to (i) the product of (x) the Company Stock Award Exchange Ratio, (y) $26.25 and (z) one hundred thirty percent (130%) divided by (ii) the Average Parent Stock Price. Any Reset Notice shall be delivered to the Company no later than 5:00 p.m....
Adjustments to Stock Consideration. If at any time during the period between the date of this Agreement and the Closing, any change in the outstanding shares of capital stock of Purchaser shall occur as a result of any reclassification, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the number of shares of Purchaser Common Stock constituting the Stock Consideration shall be equitably adjusted; provided, however, that nothing in this Section 2.10 shall be deemed to permit or authorize any such change that is not otherwise authorized or permitted pursuant to this Agreement, including, for the avoidance of doubt, the issuance of a number of shares of Purchaser Common Stock in excess of the Share Cap.
Adjustments to Stock Consideration. (a) If a Seller sells all or a portion of the Purchaser Common Stock issued at a Payment Date in a sale executed by the Market Maker prior to the expiration of the Trading Period associated with such Payment Date (the “Expiration Date”) at a price per share below the Closing Price, as adjusted for stock splits, stock dividends, reclassifications or similar events (any such sale price hereinafter referred to as the “Sale Price”), the Purchaser shall pay to the Seller in cash an amount equal to (i) the product of the Closing Price and the number of shares of Purchaser Common Stock sold by such Seller at such Sale Price during the relevant Trading Period, less (ii) the product of such Sale Price and the number of shares of Purchaser Common Stock sold by such Seller at such Sale Price during the relevant Trading Period (each of (i) and (ii) above as adjusted for stock splits, stock dividends, reclassifications or similar events). The increase in Stock Consideration payable to any Seller shall hereinafter be referred to as the “True-Up Amount.” As soon as practicable following determination of the True-Up Amount and receipt of evidence of the True-Up Amount reasonably satisfactory to Purchaser through the delivery of stock confirmation or account records, and subject to Section 2(c) herein, Purchaser shall pay the True-Up Amount to the Seller in cash.
(b) If a Seller sells all or a portion of the Purchaser Common Stock issued at a Payment Date in a sale executed by the Market Maker prior to the Expiration Date associated with such Payment Date at a Sale Price above the Closing Price, as adjusted for stock splits, stock dividends, reclassifications or similar events, the Seller shall pay to Purchaser in cash (i) the product of the applicable Sale Price and the number of shares of Purchaser Common Stock sold by such Seller at such Sale Price during the relevant Trading Period, less (ii) the product of the Closing Price and the number of shares of Purchaser Common Stock sold by such Seller at such Sale Price during the relevant Trading Period (each of (i) and (ii) above as adjusted for stock splits, stock dividends, reclassifications or similar events). The decrease in Stock Consideration payable to any Seller shall hereinafter be referred to as the “Excess Amount.” Seller will cause the Market Maker to retain the Excess Amount, for and on behalf of the Purchaser, out of the Seller’s proceeds from the sale of Purchaser Common Stock. As soon as practicable followin...
Adjustments to Stock Consideration. The Stock Consideration shall be adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization or other like change with respect to HPL Stock occurring or having a record date or an effective date on or after the date of this Agreement and prior to the Effective Time.
Adjustments to Stock Consideration. The Tower Shares shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ordinary shares of Tower), reorganization, recapitalization, reclassification or other like change with respect to ordinary shares of Tower occurring or having a record date on or after the date hereof and prior to the Closing.
Adjustments to Stock Consideration. Any adjustments to the Unadjusted Purchase Price made in accordance with Section 2.1(c) or Section 2.3 shall also be subject to this Section 2.6. Should the net adjustments determined by such Sections cause the Unadjusted Purchase Price to be adjusted (a) at Closing, then the quantum of Stock Consideration shall be reduced or increased by an amount of shares of Purchaser Stock equal to (i) the net dollar amount of such downward or upward adjustment, divided by (ii) the Per Share Value (provided that if the net adjustments to the Purchase Price at Closing are positive, then, Purchaser shall settle such upward adjustment in cash pursuant to Section 8.4), and (b) after Closing, then the applicable adjustment shall be settled (x) using shares of Purchaser Stock in the Defect Escrow (with respect to adjustments relating to Disputed Matters and Cure Target Title Defects), and (y) in cash or in Purchaser Stock (in accordance with the formula provided in clause (a)(i) of this Section 2.6) at the option of the owing Party.
Adjustments to Stock Consideration. (a) The Stock Consideration shall be adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization or other like change with respect to RSI Stock occurring or having a record date or an effective date on or after the date of this Agreement and prior to the Effective Time.
(b) If, following RSI's post-Closing audit of BOS's balance sheet, BOS's Total Stockholder's Equity, determined as of the date of Closing and on a GAAP basis using the same accounting principles as RESY, does not equal or exceed $500,000, the shares comprising the Contingent Stock Consideration shall be deemed retired pursuant to the terms hereof and of their issuance and all certificates representing such shares shall be cancelled on the books of RSI and surrendered to RSI by the holder thereof, causing the Stock Consideration to be deemed to have included only the shares comprising the Base Stock Consideration.
Adjustments to Stock Consideration. The Stock Consideration, Option Consideration and Phantom Share Unit Consideration shall be adjusted to reflect fully any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), reorganization, recapitalization or other like change with respect to Company Shares occurring (or for which a record date is established) after the date hereof and prior to the Effective Time; provided that in no event shall any such event result in an increase or decrease in the aggregate amount payable by the Buyer or its Affiliates hereunder.
