Exchange Adjustment. (i) The consideration hereunder shall consist of 756,199 validly issued, fully paid and nonassessable, ordinary shares of Parent (“Parent Shares”), subject to adjustment as set forth in this Section 2.01. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) and other than Dissenting Shares (as defined in Section 2.01(d)), each issued and outstanding share of the Series A Preferred Stock, US$0.001 par value (the “Series A Preferred Stock”), of the Series B Preferred Stock, US$0.001 par value (the “Series B Preferred Stock”) and of the Series C Preferred Stock, US$0.001 par value (the “Series C Preferred Stock,” and together with the Series A Preferred Stock and the Series B Preferred Stock, collectively, the “Preferred Stock”) and each issued and outstanding share of the Series D Preferred Stock, US$0.001 par value (the “Series D Preferred Stock”) and of the Series E Preferred Stock, US$0.001 par value (the “Series E Preferred Stock,” and together with the Series D Preferred Stock, collectively, the “Senior Preferred Stock”) shall be converted into Parent Shares in accordance with Article IV, Section D.3. of the Fifth Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and a copy of which has been made available to Parent or its counsel, subject to adjustment in accordance with this Section 2.01(c). The Parent Shares so issued shall be registered and freely tradeable on the Australian Securities Exchange without restriction no later than 45 days following the issuance thereof.
(i) If, prior to the Effective Time, Parent shall pay a dividend in (including any dividend or distribution of securities convertible into capital stock), subdivide, combine into a smaller number of shares or issue by reclassification of its shares, any Parent Shares, all references in this Agreement to specified numbers of shares of Parent Shares affected thereby, and all calculations provided for that are based upon numbers of Parent Shares (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior such adjustment. All such shares of Company Common Stock, Preferred Stock and Senior Preferred Stock, other than Dissenting Shares (as defined in Section 2.01(d)), shall no longer be outstanding and be automatically canceled and retired and sha...
Exchange Adjustment. (a) On the Closing Date, in addition to the Purchase Price, Purchaser shall deliver to Seller (in the same manner as the Escrow Amount) Six Hundred-Fifteen Thousand Dollars ($615,000.00), which amount shall represent an upward adjustment of the Purchase Price if Seller is unable to structure and complete the disposition of the Assets as an Exchange (the "Exchange Adjustment").
(b) Seller shall return the Exchange Adjustment to Purchaser within ten (10) business days of Seller's successful completion of an Exchange. If Seller fails to consummate an Exchange within 180 days of the Closing Date, then the Exchange Adjustment shall be retained in full by Seller as part of the Purchase Price.
Exchange Adjustment. (a) Promptly after they become available, (i) UHC shall deliver to GHS and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited Unity 2015 Financial Statements, and (ii) GHS shall deliver to UHC and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited GHP/GHM 2015 Financial Statements. Promptly after the RI-RA Payments Report becomes available to the public (but no later than thirty (30) days after such time), the Parties shall cause the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) to deliver to the Parties his or her good faith calculation of Audited Adjusted GHP Capital and Surplus and Audited Adjusted Unity Capital and Surplus, in each case together with supporting information therefore.
Exchange Adjustment. (a) As promptly as practicable after the Effective Date, Shareholders shall cause to be prepared and delivered to Bancorp a balance sheet of Xxxxx as of December 31, 2004 (the "Closing Balance Sheet"). Shareholders shall make available to Bancorp all Books and Records and all work papers and computer files used in connection with the preparation of the Closing Balance Sheet. The Closing Balance Sheet delivered pursuant to this Section shall not be binding on Bancorp if Bancorp timely exercises its right to dispute the same pursuant to the procedures set forth herein. If Bancorp does not exercise such right with respect to the Closing Balance Sheet on a timely basis, then Bancorp shall be deemed to have accepted the same as delivered pursuant to this Section.
(b) If Bancorp disputes any item in the Closing Balance Sheet, then Bancorp shall, within thirty (30) days after the delivery of the Closing Balance Sheet, give Shareholders written notice of such dispute (an "Accounting Dispute Notice") setting forth in reasonable detail each of the items in dispute. In the event that an Accounting Dispute Notice is given to Shareholders within such 30-day period, Shareholders and Bancorp shall attempt to resolve in good faith and by mutual agreement the items in dispute within fifteen (15) days after the delivery of such Accounting Dispute Notice. Failing agreement on all items in dispute within such 15-day resolution period, Bancorp and Shareholders shall submit such items in dispute for resolution to the Independent Accountants. The Independent Accountants shall be instructed to resolve such disputed items, based solely on written presentations by Bancorp and Shareholders and not by independent review, and to deliver a written report to the parties hereto upon such disputed items (the "IA Report"), all within 15 days after the submission of such disputed items to it. The IA Report shall be (i) within the range of proposals established for such dispute by Bancorp and Shareholders and (ii) deemed to be an agreement between Shareholders and Bancorp with respect to the issues in dispute, and upon delivery of the IA Report to Bancorp and Shareholders, the Closing Balance Sheet as set forth in the IA Report shall be deemed to be final, conclusive and binding upon all the parties hereto. The fees and expenses of the Independent Accountants incurred in connection with the resolution of a dispute pursuant to this Section shall be borne equally by Bancorp, on the one hand, a...
Exchange Adjustment. (a) The Subscribing Holders and Pampa agree that 15 (fifteen) calendar days prior to the date specified for any Shareholders Meeting (as defined in Section 4.1) (the “Recalculation Date”) the number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be recalculated using the Exchange Ratio, except that (i) the period used to calculate the AR$ average closing prices of the Edenor Class B shares of common stock and Pampa shares of common stock which will be the 10 (ten) BASE trading days prior to –but including- the Recalculation Date and (ii) amounts in United States dollars will be converted into AR$ using the FX Rate as of the Recalculation Date (the “Recalculation Exchange Ratio”). The number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement after application of any recalculation using the Recalculation Exchange Ratio in accordance with this Section 1.3(a) (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be rounded to the nearest whole share. If the number of Pampa Shares to be issued and delivered as a result of such recalculation is increased or decreased by:
(x) 5% (five percent) or less, then no adjustment shall be made to the number of Pampa Shares to be delivered to the Subscribing Holders pursuant to Section 1.1(a) hereof;
(y) more than 5% (five percent), but not more than 12.5% (twelve and a half percent), then the number of Pampa Shares to be delivered to the Subscribing Holders pursuant to Section 1.1(a) hereof shall be increased or decreased, as the case may be, by 5% (five percent); and
(z) more than 12.5% (twelve and a half percent), then the Subscribing Holders and Pampa shall negotiate in good faith for 5 (five) Business Days following the Recalculation Date a mutually acceptable adjustment to the number of Pampa Shares to be delivered and, to the extent an agreement is not reached, Pampa (but only if the number of Pampa Shares is increased above the threshold provided herein) or any Subscribing Holder (but only if the number of Pampa Shares is decreased below such threshold) shall have the right to terminate this Agreement with respect to all parties hereto by written notice provided in accordance with Section 8.1(d) hereof by no later than the sixth Business Day following the Recalculation Date; provided that if none of the P...
Exchange Adjustment
