Exchange Price Adjustment Sample Clauses

Exchange Price Adjustment. (a) In consideration of the contribution, conveyance, transfer and assignment of the Shares to Covalent, Covalent shall pay Stockholders the following consideration for the Shares (collectively, the “Exchange Price”):
Sample 1Sample 2
AutoNDA by SimpleDocs
Exchange Price Adjustment. (a) Xxxxxxx shall immediately notify Verida in writing if there is any material, adverse change in Triad's business operations, assets, liabilities, prospects, or financial condition. Should there be any such material adverse change, upon Verida's written request the fair market value of Triad shall be determined by agreement of the parties or, if an agreement cannot be reached, by an independent accountant chosen by mutual agreement of the parties. If the parties cannot agree on the accountant, each party shall choose an independent accountant, and the two selected accountants shall select a third accountant. The accountant or three accountants, as the case may be, shall determine the value of Triad and, if appropriate, the amount of the reduced purchase price (as provided for below) by majority vote within thirty (30) days after selection of the first or third accountant, as the case may be. The Closing date shall be postponed if necessary until that decision is made.
Sample 1
Exchange Price Adjustment. After the Second Look Date and on or before thirty (30) days after the Second Look Date, Monitoring shall compute the Lost QRR for the Alarm Accounts as of the Second Look Date and prepare and deliver to Sequence a schedule setting forth the amount of the Lost QRR, the amount of any adjustment to the Deferred Exchange Payment, and the amount of the Deferred Exchange Payment. For purposes of Monitoring's calculation of the Lost QRR, of any adjustment to the Exchange Price and the Deferred Exchange Payment, and of the amount of the Deferred Exchange Payment to be paid to Sequence, Monitoring shall deduct from the Lost QRR an amount equal to four percent (4%) of the Closing QRR for all Alarm Accounts which Sequence does not continue to service on an ongoing basis after the Closing Date (e.g., the Alarm Accounts not set forth on SCHEDULE 7.3) (the "Lost QRR Allowance"). The Exchange Price and the Deferred Exchange Payment shall be reduced by the amount of the Lost QRR, less the Lost QRR Allowance, multiplied by forty-three (43). Sequence shall, in all events, be entitled to not less than forty percent (40%) of the Deferred Payment before any adjustment pursuant to this Section 3.2.2 (subject to the right of Monitoring hereunder to offset against such amount or any other amounts which Sequence may owe to Monitoring hereunder as of the Second Look Date). Any adjustment of the Exchange Price pursuant to this Section 3.2.2 shall be subtracted from the Deferred Exchange Payment. In the event the downward adjustment of the Exchange Price exceeds the Deferred Exchange Payment, Monitoring should not be required to deliver to Sequence any certificate(s) for any shares of Pro One Stock for the Deferred Exchange Payment and Sequence shall not be liable for any shortfall.
Sample 1
Exchange Price Adjustment. The Stockholder and NewCo agree to an adjustment in the exchange price in the following events:
Sample 1
Exchange Price Adjustment. 7 2.1 Exchange.......................................................................................7 2.2 NSI Closing; Closing...........................................................................7
Sample 1
Exchange Price Adjustment. Within thirty (30) days after the date of the NSI Closing, NW Corp. will: (i) cause an unaudited balance sheet of NSI (the "Closing Balance Sheet"), dated as of the Closing Balance Sheet Date, to be prepared using the same financial and accounting methods and procedures that were used to prepare the NSI Interim Balance Sheet; and (ii) based on such Closing Balance Sheet, calculate the Final Net Book Value. The Closing Balance Sheet and the Final Net Book Value will be conclusively binding upon the parties hereto, absent manifest error. If the Final Net Book Value is: (A) greater than the Interim Net Book Value, then the Exchange Price will be increased; and (B) less than the Interim Net Book Value, then the Exchange Price will be decreased, in each case, on a pro rata basis (using the allocations set forth in SECTION 11.5 below) to account for such increase or decrease, as the case may be. If the Exchange Price is increased, then the Share Consideration will be increased accordingly, and NW Corp. will promptly transfer to NFS such number of shares of NFS Common Stock (valued on the Average Closing Price) that compensate NFS for such increase. If the Exchange Price is decreased, then the Share Consideration will be decreased accordingly, and NFS will promptly issue to NW Corp. such number of shares of NFS Common Stock (valued on the Average Closing Price) that compensate NW Corp. for such decrease.
Sample 1
Exchange Price Adjustment. The Exchange Price shall be reduced if any of the items as reflected on the Interim Financial Statements (as defined herein) do not exist or are materially deficient in value than as reflected on the Interim Financial Statements, determined by Aquagenix. "Materially" as used in this Section shall be an amount greater than Ten Thousand and No/100 Dollars ($10,000.00). Aquagenix shall offset the Exchange Price as described herein on a dollar for dollar basis. Any adjustment, if any, shall be made (i) not later than thirty (30) days after the Closing and (ii) first against the Aquagenix Shares, if available and thereafter against the Selling Shareholders. Exhibit C sets forth the Interim Financial Statements for purposes of any Exchange Price adjustment. 1.9
Sample 1
AutoNDA by SimpleDocs

Related to Exchange Price Adjustment

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Exchange Price The price per share at which the Warrant Stock is issuable upon Exercise or Exchange of this Warrant shall be $9.33, subject to Section 1.3 (a) hereof and subject to adjustment from time to time as set forth herein (the “Exchange Price”).

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

Time is Money Join Law Insider Premium to draft better contracts faster.