Exchange Ratio Adjustment Clause Samples

Exchange Ratio Adjustment. (i) By CEC, pursuant to Section 3.1(c)(i). (ii) By CAC, pursuant to Section 3.1(c)(ii).

Exchange Ratio Adjustment. (i) If the Parent Common Stock to be received in the First Merger in exchange for Qualified SpinCo Common Stock (the “Applicable Stock”) would fail to represent at least 50.1%, by vote and value, of all shares of the stock of Parent outstanding immediately following the consummation of the First Merger (determined (i) after giving effect to the issuance of all shares of Parent Common Stock to be issued pursuant to Section 3.1(a) and (ii) without regard to any adjustment pursuant to this Section 3.1(c)(i)) (the “355(e) Threshold”), then the Non-Voting Stock Exchange Ratio and/or the Voting Stock Exchange Ratio shall be adjusted such that the holders of SpinCo Common Stock receive (A) in exchange for Qualified SpinCo Common Stock an amount of Parent Common Stock that represents the 355(e) Threshold and (B) as nearly as possible, while still satisfying the requirement described in the immediately foregoing clause (A), the same aggregate number of shares of Parent Common Stock as they would receive without giving effect to this ‎Section 3.1(c)(i). For purposes of determining the outstanding stock of Parent for purposes of the prior sentence, such stock shall include any (A) Parent Common Stock, (B) any other instruments that are treated as stock for U.S. federal income Tax purposes and (C) stock that may be issued after the consummation of the First Merger, pursuant to the exercise or settlement of an option or other contract acquired or entered into before the First Merger that may be regarded as having been acquired or entered into before the First Merger as part of a “plan” or “series of related transactions” of which the Distribution is a part within the meaning of Section 355(e) of the Code (for the avoidance of doubt, taking into account the safe harbors under Treasury Regulations Section 1.355-7(d)). For purposes of the foregoing clauses (A), (B) and (C), stock of Parent that may be issued following the First Merger in transactions that satisfy the requirements of Treasury Regulations Section 1.355-7(d)(8) (Safe Harbor VIII) shall not be treated as outstanding stock of Parent. (ii) If any increase in the Non-Voting Stock Exchange Ratio or the Voting Stock Exchange Ratio pursuant to Section 3.1(c)(i) is required solely by reason of any actions taken by the Company or any of its Affiliates (other than any such actions required or expressly contemplated by the Transaction Documents (including the Separation Step Plan)), then, at Parent’s option (with the C...

Exchange Ratio Adjustment. If the percentage of outstanding shares of Miami Common Stock represented by ADSs to be received in the Merger by former holders of Seattle Common Stock with respect to Qualified Seattle Common Stock would be less than 50.1% of all shares of Miami Common Stock outstanding immediately following the consummation of the Merger (determined (i) after giving effect to the issuance of all shares of Miami Common Stock represented by ADSs and underlying shares of Miami Common Stock to be issued pursuant to Section 3.1(a) and (ii) without regard to any adjustment pursuant to this sentence) (the “Threshold Percentage”), then upon Houston’s election, the Exchange Ratio shall be increased such that the number of shares of Miami Common Stock represented by ADSs to be received in the Merger by holders of Seattle Common Stock immediately prior to the Effective Time with respect to Qualified Seattle Common Stock represents the Threshold Percentage. If any such increase is required, then the amount of Seattle Payment distributed pursuant to the Separation and Distribution Agreement shall be decreased by an amount equal to the product of $26.32 multiplied by the number of additional shares of Miami Common Stock represented by ADSs required to be issued pursuant to the Exchange Ratio adjustment set forth in the immediately preceding sentence; provided, however, that this sentence shall apply only if Houston acted in a way that caused the failure to meet the Threshold Percentage in the absence of the increase in ADSs issued pursuant to the immediately preceding sentence. If the percentage of outstanding shares of Miami Common Stock represented by ADSs to be received in the Merger by former holders of Seattle Common Stock with respect to Qualified Seattle Common Stock (determined (i) after giving effect to the issuance of all shares of Miami Common Stock represented by ADSs and underlying shares of Miami Common Stock to be issued pursuant to Section 3.1(a) and (ii) without regard to any adjustment pursuant to this

Exchange Ratio Adjustment. (a) In the event that Sagebrush (in breach of Section 6.7(c) of this Agreement) changes the number of shares of Sagebrush Common Stock outstanding prior to the Effective Time as a result of a split, combination or reclassification with respect to such stock or as a result of a dividend or other distribution on or exchange or redemption of or for such stock, and the record or effective date therefor or thereof shall be prior to the Effective Time, then the Exchange Ratio shall be equitably adjusted. In the event that WSMP (in breach of Section 5.8(c) of this Agreement) changes the number of shares of WSMP Common Stock outstanding prior to the Effective Time as a result of a split, combination or reclassification with respect to such stock or as a result of a dividend or other distribution on or exchange or redemption of or for such stock, and the record or effective date therefor or thereof shall be prior to the Effective Time, then the Exchange Ratio shall be equitably adjusted.

Exchange Ratio Adjustment. (a) If the NPB Market Value is in the range of $23.73 to $25.31, then the Exchange Ratio shall be adjusted to that number which, when multiplied by the NPB Market Value, equals $40.00 (the dollar amounts $23.73 and $25.31 shall be adjusted to $18.98 and $20.25, respectively, upon completion of the NPB Stock Split). (b) If the NPB Market Value is in the range of $22.00 to $23.72, then the Exchange Ratio shall be adjusted to that number which, when multiplied by the NPB Market Value, equals $38.00 (the dollar amounts $22.00 and $23.72 shall be adjusted to $17.60 and $18.97, respectively, upon completion of the NPB Stock Split). (c) If the NPB Market Value is less than $22.00, then the Exchange Ratio shall be adjusted to that number which, when multiplied by $22.00 equals $38.00 (the dollar amount $22.00 shall be adjusted to $17.60, upon completion of the NPB Stock Split). (d) If the NPB Market Value is more than $27.85, then the Exchange Ratio shall be adjusted to that number which, when multiplied by the NPB Market Value, equals $44.00 (the dollar amount $27.85 shall be adjusted to $22.28, upon completion of the NPB Stock Split).

Exchange Ratio Adjustment. ‌ Notwithstanding any other provision of this Agreement, the Plan of Arrangement or any other Transaction Document, if, between the date of this Agreement and the Closing Time, the issued and outstanding Harvest Subordinate Voting Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Harvest Subordinate Voting Shares, then the SVS Exchange Ratio and MVS Exchange Ratio shall be adjusted in such a manner and to such an extent so as to ensure that, under the Transactions, the Persons entitled to receive Arrangement Consideration Shares receive the same economic proportionate ownership interest in the Resulting Issuer following such adjustment event as they would otherwise have received under the Transactions had such adjustment event not occurred, and the number of Resulting Issuer Shares to be issued in the Transactions pursuant to the Plan of Arrangement shall be adjusted accordingly.

Exchange Ratio Adjustment. If Carnival or the Company shall, at any time or from time to time, (i) declare a dividend of shares of the Carnival Common Stock or New Shares payable in Carnival Common Stock or New Shares, respectively, (ii) subdivide the outstanding shares of Carnival Common Stock or New Shares, (iii) combine the outstanding Carnival Common Stock or New Shares into a smaller number of shares, or (iv) issue any shares of Carnival Common Stock or New Shares in a reclassification of Carnival Common Stock or New Shares, respectively (including any such reclassification in connection with a consolidation or merger in which Carnival or the Company is the surviving corporation), then in each such case, the Exchange Ratio in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that upon the Carnival Exchange or the closing of the Put Option CG shall be entitled to receive the same aggregate number of shares of Carnival Common Stock which, if the Carnival Exchange or the closing of the Put Option had occurred immediately prior to such date, CG would have owned upon such Carnival Exchange or the closing of the Put Option and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If there occurs any reclassification of the Carnival Common Stock, consolidation or merger of Carnival with or into another Person (other than a merger or consolidation of Carnival in which Carnival is the continuing corporation and which does not result in any reclassification or change of outstanding shares of the Carnival Common Stock) or the sale or conveyance of all or substantially all of the assets of Carnival to another Person, then CG will thereafter be entitled to receive, upon the Carnival Exchange or the closing of the Put Option, the same kind and amounts of securities (including shares of stock) or other assets, or both, which were issuable or distributable to the holders of outstanding Carnival Common Stock upon such reclassification, consolidation, merger, sale or conveyance, in respect of that number of shares of Carnival Common Stock then deliverable upon the Carnival Exchange or the closing of the Put Option if the Carnival Exchange or the Put Option had been exercised immediately prior to such reclassification, consolidation, merger, sale or conveyance. Any such adjustment of the Exchange Ratio shall become effective immedia...

Exchange Ratio Adjustment. In the event the Company pays a special cash dividend or distribution after the date of this Agreement and prior to the Holding Company Effective Time or the Company changes the number of shares of Company Common Stock issued and outstanding after the date of this Agreement and prior to the Holding Company Effective Time as a result of a stock split, stock dividend, subdivision, reclassification, conversion or similar recapitalization with respect to such stock and the record date therefor (in the case of a special cash distribution or stock dividend) or the effective date thereof (in the case of a stock split, subdivision, reclassification, conversion or similar recapitalization for which a record date is not established) shall be prior to the Effective Time, the Stock Consideration shall be proportionately adjusted in such fashion as the Company and Bancorp may agree, such agreement not to be unreasonably withheld, conditioned or delayed.

Exchange Ratio Adjustment. If NPB Market Value is less than $30.38 per share, then the exchange ratio set forth in subsection (f)(ii)(A) above shall be adjusted to 1.2 shares of NPB Common Stock in exchange for each share of ENB Common Stock [the dollar amount $30.38 and the number 1.2 shall be adjusted to $24.30 and 1.5, respectively, upon completion of the NPB Stock Split], subject to the provisions of Section 6.01(c) below.