Exchange Formula. The number of Premier LP Class B Common Units to be issued to each Stockholder in consideration of the Contribution, when added to the Class B Common Units issued to such Stockholder based upon such Stockholder’s Premier LP capital account balance prior to giving effect to the Contribution, shall be equal to the total number of Premier LP Class B Common Units outstanding immediately following the Reorganization multiplied by Stockholder’s Percentage Interest in the Premier LP Class B Common Units as calculated by Premier LP. For purposes of this Agreement, the term “Percentage Interest” means (a) the independently appraised fair market value of Premier, Inc. prior to giving effect to the Reorganization multiplied by Stockholder’s percentage interest in the total issued and outstanding common stock of Premier, Inc. as of the Effective Date (but prior to the Reorganization) plus (b) the independently appraised fair market value of Premier LP prior to giving effect to the Reorganization multiplied by Stockholder’s percentage interest in the aggregate capital accounts of all partners as of the Effective Date (but prior to the Reorganization), divided by (c) the sum of the independently appraised fair market value of Premier, Inc. and the independently appraised fair market value of Premier LP, in each case prior to giving effect to the Reorganization. An illustrative calculation is set forth on Annex I attached hereto.

Exchange Formula. The WMM Preferred Stock and Common Stock shall be converted in to the number of shares of ProMedCo Stock resulting from application of the following formulas: (a) WMM PREFERRED STOCK: Y = Pref/Price (b) COMMON STOCK Z = [Shares-(Y x PS)]/WMMS where Pref = $5.00 (the WMM Preferred Stock Liquidation Preference). PS = 8,500 (the number of shares of WMM Preferred Stock per Section 3.2) Z = the number of shares of ProMedCo Stock to be exchanged for each share of WMM Common Stock; Shares = Consideration/Price; Consideration has the meaning set forth in Article 1; Price = ProMedCo IPO Price if the ProMedCo IPO Date occurs on or prior to January 31, 1997 or if not, the Hypothetical ProMedCo Stock Price. WMMS = 11,577 (number of share of WMM Common Stock shares outstanding per Section 3.2)(1) -------------------- (1) Thus if Price = $14.00 and Consideration = $4,000,000, ProMedCo would issue 0.3571 of a share of its Common Stock for each share of WMM Preferred stock as follows: Y =Pref/Price Y = $5.00/$14.00 = 0.3571 and 24.417 shares of its Common Stock for each share of WMM Common Stock as follows: Shares = Consideration/Price = $4,000,000/$14.00 = 285,714 Z = (Shares-(Y x PS))/WMMS = (285,714-(0.3571 x 8,500))/11,577 = 24.417 ProMedCo Shares -------- Recap: Total Preferred Shares = 8,500 x 0.3571 = 3,035 Total Common Shares = 24.417 x 11,577 = 282,676 ------- Total ProMedCo Shares 285,710 =======

Exchange Formula. Upon the exercise of an Optional Conversion or the occurrence of a Mandatory Conversion Event, the number of Common Shares which each Series V Special Share is convertible into shall be equal to the Series V Redemption Price divided by US $45.00 (the “Conversion Denominator”), and shall be subject to adjustment from time to time in the events and in the manner provided by Section 24.7(h) below.

Exchange Formula. As a result of the Closing, each share of HSI Common Stock shall be exchanged for the right to receive the portion of the HSI Consideration obtained by dividing (x) HSI Consideration, as adjusted pursuant to ss. 2.10 of the Merger Agreement, by (y) the number of shares of HSI Common Stock issued and outstanding immediately prior to the Effective Date other than those owned by HSI or MergerSub. Each former HSI Shareholder entitled to receive HSI consideration shall have the right to elect to receive a portion of the HSI Consideration distribution to him or her as cash in lieu of ProMedCo Stock consistent with the following restrictions: the HSI Consideration shall be comprised of (x) the number of shares of ProMedCo Stock, valued at the Tax Value per share, equal to at least 50% of the portion of the HSI Consideration then being distributed (including cash paid in lieu of fractional shares), and (y) cash in the amount determined by subtracting the aggregate Tax Value of such shares from the HSI Consideration. The Surviving Corporation shall not deliver any fraction of a share of ProMedCo Common Stock but will deliver a whole number of shares of ProMedCo Common Stock rounded up to the next whole number with the value of the fractional share being reflected in the amount of cash distributed. ProMedCo shall have the option in its sole discretion of effecting a cash merger if the price per share of ProMedCo common stock is less than $8.00 in the agreed-upon period prior to closing.

Exchange Formula. As a result of the Merger, each share of HP Common Stock, including those shares owned by MergerSub by virtue of the HSI Merger, shall be exchanged for the right to receive the portion of the HP Consideration obtained by dividing (x) HP Consider ation by (y) the number of shares of HP Common Stock issued and outstanding immediately prior to the Effective Date excluding the shares owned by MergerSub. The HP Consideration shall be distributed in accordance with the terms and time schedule set forth in the Merger Agreement. The deemed value per share of ProMedCo common stock, for purposes of calculat ing the HP Consideration, shall be the Market Value. The Surviving Corporation shall not deliver any fraction of a share of ProMedCo Common Stock but will deliver a whole number of shares of ProMedCo Common Stock rounded down to the next whole number with the value of the fractional share being reflected in the amount of cash distributed. ProMedCo shall have the option in its sole discretion of effecting a cash merger if the price per share of ProMedCo common stock is less than $8.00 in the agreed-upon period prior to closing. In the event of such election by ProMedCo, the HP Consideration shall be grossed up to account for the adverse tax consequences of a cash-only merger to the HP shareholders, as set forth in greater detail in the Merger Agreement.

Related to Exchange Formula

Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.
Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.
Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.
Carry Forward to a Subsequent Year If you do not withdraw the excess contribution, you may carry forward the contribution for a subsequent tax year. To do so, you under-contribute for that tax year and carry the excess contribution amount forward to that year on your tax return. The six percent excess contribution penalty tax will be imposed on the excess amount for each year that it remains as an excess contribution at the end of the year. You must file IRS Form 5329 along with your income tax return to report and remit any additional taxes to the IRS.
Increment Date for Salary Grid Placement Upon achieving one (1) year of experience, an increment shall be awarded on the first of the month following the month in which the experience accumulation is earned.
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.
Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.
Notice of Change in Exercise Price The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.
Are There Penalties for Early Distribution from a Xxxx XXX As indicated above, earnings on your contributions, as well as amounts contributed to a Xxxx XXX as a rollover from a Traditional IRA, that are distributed before certain events are subject to various taxes. Please see IRS Publication 590 for further information about Xxxx XXX rules and restrictions.
Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

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