DETERMINATION OF NUMBER OF ESCROW SHARES FORFEITED Sample Clauses

DETERMINATION OF NUMBER OF ESCROW SHARES FORFEITED. (a) Any amount of damages owed to Microfield or any other Indemnified Person hereunder, determined pursuant to the foregoing provisions of Section 4, but limited by Section 7.4 of the Merger Agreements, shall be payable to Microfield as provided in this Agreement out of the Escrow Shares then held by the Escrow Agent. For any Claim or Claims arising under either or both of the Merger Agreements, Microfield shall be entitled to receive all of the Escrow Shares; provided, however, that the Escrow Shares shall first be forfeited by the CTS Shareholder in the event of a Claim under the CTS Merger Agreement, or first by the Velagio Shareholders in the event of a Claim under the VSI Merger Agreement (each of the Velagio Shareholders in proportion to their respective pro rata percentage of the Escrow Shares as set forth on EXHIBIT A). For example, if a Claim arises under the CTS Merger Agreement that represents 450,000 Escrow Shares, Microfield shall receive all of the CTS Shareholder's Escrow Shares and then the balance from the Velagio Shareholders' Escrow Shares. If for example, a subsequent Claim arises under the CTS Merger Agreement that represents an additional 100,000 Escrow Shares, Microfield shall receive the remaining 50,000 Escrow Shares from the Velagio Shareholders, at which time the limitation of Section 7.4 of the Merger Agreements shall be reached.
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DETERMINATION OF NUMBER OF ESCROW SHARES FORFEITED. Any amount of Damages owed to Parent or any Indemnified Person hereunder, determined pursuant to the foregoing provisions of this Section 4, shall be immediately payable to Parent out of the Escrow Shares and Escrow Cash, if any, then held by the Escrow Agent, and the forfeited Escrow Shares and Escrow Cash, if any, shall be taken from and forfeited by the Company stockholders in the manner set forth in Section 1(f) of this Agreement. For purposes of this Agreement, Escrow Shares shall be deemed to have a per share value equal to the Closing Price (such price per share to be adjusted to reflect any Capital Change, whether occurring at or after the Closing Date as set forth in the most current Exhibit A the Escrow Agent has received). Thus, the number of Escrow Shares to be released from escrow, forfeited by the Company stockholders and transferred to Parent in satisfaction of a Claim for Damages (whether an Uncontested Claim, a Contested Claim or a Settled Claim) and not paid in Escrow Cash as provided in Section 1(f) of this Agreement shall be the amount of such Damages divided by the Closing Price (such price per share to be adjusted to reflect any Capital Change).
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Related to DETERMINATION OF NUMBER OF ESCROW SHARES FORFEITED

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Adjustment of Purchase Price, Number of Shares or Number of Rights The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Adjustment of Exercise Price, Number of Shares or Number of Rights The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights (a) (i) If the Company shall at any time after the date of this Agreement (A) pay a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater number of shares, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger involving the Company), the Purchase Price in effect immediately prior to the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or other capital stock issuable on such date shall be proportionately adjusted so that each holder of a Right shall (except as otherwise provided herein, including Section 7(d)) thereafter be entitled to receive, upon exercise thereof at the Purchase Price in effect immediately prior to such date, the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have been entitled to receive upon such exercise and by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which requires an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).

  • Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights The Exercise Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

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