Common use of Conversion of Parent Shares Held In Escrow Clause in Contracts

Conversion of Parent Shares Held In Escrow. If the Parent Shares held as any part of the Indemnity Escrow Amount are converted by the Parent through a stock split or a reverse stock split, then the Closing Date Reference Price shall be adjusted in direct but inverse relation to the stock split (the “Adjusted Closing Date Reference Price”). For example, for illustration purposes only: (A) if the Parent Shares are split 2 to 1, then the Adjusted Closing Date Reference Price shall be the Closing Date Reference Price divided by 2; or (B) if the Parent Shares undergo a reverse split of 1 to 2, then the Adjusted Closing Date Reference Price shall be the Closing Date Reference Price multiplied by 2.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NexCen Brands, Inc.), Asset Purchase Agreement (MRS Fields Famous Brands LLC)

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Conversion of Parent Shares Held In Escrow. If the Parent Shares held as any part of the Indemnity Escrow Amount are converted by the Parent through a stock split or a reverse stock split, then the Closing Date Reference Price shall be adjusted in direct but inverse relation to the stock split (the “Adjusted Closing Date Reference Price”). For example, for illustration purposes only: (A) if the Parent Shares are split 2 to 1, then the Adjusted Closing Date Reference Price shall be the Closing Date Reference Price divided by 2; or (B) if the Parent Shares undergo a reverse split of 1 to 2, then the Adjusted Closing Date Reference Price shall be the Closing Date Reference Price multiplied by 2.

Appears in 2 contracts

Samples: Asset Purchase Agreement (MRS Fields Famous Brands LLC), Asset Purchase Agreement (NexCen Brands, Inc.)

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