Applicable Number Clause Samples
Applicable Number. (a) The number of Pubco Shares issuable for each Exchangeable Security exchanged pursuant to the exercise of an Exchange Right from time to time, subject to adjustment as provided in this Agreement, is one (the “Applicable Number”).
(b) In the event that there is a change in the number of Pubco Shares outstanding from time to time as a result of a subdivision, consolidation, reclassification, capital reorganization or similar change in the Pubco Shares (each such event, a “Share Reorganization”), the Applicable Number shall be adjusted by the Public Corporation to produce the number of Pubco Shares that would be received in respect of an Exchangeable Security immediately following the Share Reorganization as if the Exchange Right had been exercised in respect of the Exchangeable Security immediately before the Share Reorganization.
(c) If at any time while any Exchangeable Securities are outstanding there is any consolidation, amalgamation, arrangement, merger or other form of business combination of the Public Corporation with or into any other entity resulting in a reclassification of the outstanding Pubco Shares (a “Reclassification Event”), then the Exchange Right will be adjusted simultaneously in a manner approved by the Directors, acting reasonably, to ensure that holders of Exchangeable Securities will be entitled to receive, in lieu of the number of Pubco Shares to which they would otherwise have been entitled in respect of one Exchangeable Security if such Exchangeable Security had been exchanged for Pubco Shares pursuant to the Exchange Right, the kind and number or amount of securities that they would have been entitled to receive as a result of such Reclassification Event if, on the effective date thereof, they had been the registered holder of the number of Pubco Shares that they would have received had such Exchangeable Security been exchanged for Pubco Shares pursuant to the Exchange Right immediately before the effective date of any such Reclassification Event. The adjustments provided in subsections (b) and (c) of this section shall be cumulative.
Applicable Number. Section 1.1
Applicable Number. Unless there is an adjustment to the ----------------- shares to be issued in the Merger pursuant to Section 1.1.5 below, the "Applicable Number" shall be 0.
Applicable Number. Unless there is an adjustment to the shares to be issued in the Merger pursuant to Section 1.1.5 below, the "APPLICABLE NUMBER" shall equal (a) the Total Macromedia Shares to be Issued (as defined below) divided by (b) the sum of (i) the total number of shares of Andromedia Common Stock issued and outstanding at the Effective Time, (ii) the total number of shares of Andromedia Common Stock issuable upon conversion of all shares of Andromedia Preferred Stock issued and outstanding at the Effective Time, (iii) the total number of shares of Andromedia Common Stock issuable upon exercise of all Andromedia Options outstanding at the Effective Time and (iv) the total number of shares of Andromedia Common Stock (on an as-if converted to Andromedia Common Stock basis in the case of an Andromedia Warrant to purchase Andromedia Preferred Stock) issuable upon exercise of all Andromedia Warrants outstanding at the Effective Time. "TOTAL MACROMEDIA SHARES TO BE ISSUED" will equal (A) $210,000,000 (plus the aggregate exercise price payable to Andromedia upon exercise of the Andromedia Options and Andromedia Warrants outstanding at the Effective Time) divided by (B) $42.36 (the average closing price as quoted on the Nasdaq National Market and as reported in the ▇▇▇▇ ▇▇▇▇▇▇ Journal of one share of Macromedia Common Stock for the ten trading days prior to and including the trading day ending one day prior to the date of this Agreement).
Applicable Number