Possible Adjustment. By the Company, if the Company Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than the end of the second Business Day next following the Determination Date, in the event that both of the following conditions are satisfied:
(i) the Average Closing Price shall be less than 80% of the Signing Closing Price; and
(ii) (A) the number obtained by dividing the Average Closing Price by the Signing Closing Price (the “Parent Ratio”) is less than (B) the number obtained by dividing the Final Index Price by the Initial Index Price and then multiplying the quotient in this clause (ii)(B) by .80 (the “Index Ratio”). If the Company elects to exercise its termination right pursuant to this Section 9.01(h), it shall give written notice to Parent. During the five-Business-Day period commencing with its receipt of such notice, Parent may, at its option (the “Fill Option”), offer to adjust the Per Share Stock Consideration to a level equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Price, 0.80, and the Per Share Stock Consideration (as then in effect) and the denominator of which is the Average Closing Price. If Parent makes an election contemplated by the preceding sentence within such five-Business-Day period, it shall give prompt written notice to the Company of such election and the adjusted Per Share Stock Consideration, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration shall have been so adjusted), and any references in this Agreement to “Per Share Stock Consideration” shall thereafter be deemed to refer to the Per Share Stock Consideration as adjusted pursuant to this Section 9.01(h). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.
Possible Adjustment. The Employer and the Employee acknowledge that, during the term of employment of the Employee pursuant to this Agreement, the Employee's compensation will be subject to an annual review and adjustment by the Board of Directors of the Employer but, in no event, will the Employee's salary, vacation, additional bonus compensation and other benefits be less than the amounts set forth in Article IV and Sections 1,4,5,6 and 7 of Article V at any time during this Agreement.
Possible Adjustment. By Company by giving written notice to Buyer not later than the end of the second Business Day after the tenth Nasdaq trading day immediately following the Determination Date, in the event that both of the following conditions are satisfied:
Possible Adjustment. By St. Paul, xx its Board of Directors so determines by a vote of a majority of the members of its entire Board, at any time during the ten-day period commencing two days after the Determination Date (or such shorter period of time from the Determination Date to the Effective Date as contemplated by Section 2.03(i)), if both of the following conditions are satisfied:
(i) the Average Closing Price shall be less than the product of 0.825 and the Starting Price; and
(ii) (A) the number obtained by dividing the Average Closing Price by the Starting Price (such number being referred to herein as the "COFI Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.175 from the quotient in this clause (ii)(B) (such number being referred to herein as the "Index Ratio"); subject, however, to the following three sentences. If St. Paul xxxcts to exercise its termination right pursuant to the immediately preceding sentence, it shall give prompt written notice thereof to COFI; provided, that such notice of election to terminate may be withdrawn at any time within the above stated period. During the five-day period commencing with its receipt of such notice, COFI shall have the option of adjusting the Exchange Ratio to equal the lesser of (x) a number equal to a quotient (rounded to the
Possible Adjustment. 3 (d) Changes to the Company; Other....................................................4 (e) Calculation of Earnout Payments..................................................4 Section 1.6 Closing........................................................................................5 Section 1.7 Payment of Consideration.......................................................................5 (a)
Possible Adjustment. Notwithstanding the provisions of Section 1.5(a)(i), the aggregate amount of any cash payments deemed to be made and the principal amount of the Assumed Liabilities described in Section 1.5(a)(i) may not exceed in the aggregate twenty percent (20%) of the Purchase Price paid at the Closing. In the event the aggregate amount of any deemed cash payments and principal amount of the Assumed Liabilities described in Section 1.5(a)(i) would exceed in the aggregate twenty percent (20%) of the Purchase Price, then the Management Shareholders shall, jointly and severally, assume or provide for the assumption by Accredited Investors of Assumed Liabilities in exchange for additional shares of Company Common Stock, in such a manner and amount prior to the Closing Date to prevent the aggregate amount of the deemed cash payments and principal amount of the Assumed Liabilities from exceeding in the aggregate twenty percent (20%) of the Purchase Price.
Possible Adjustment. The Sellers Representative will have the right to terminate this Agreement at any time during the five (5)-day period commencing on the Determination Date, if either:
(1) both of the following conditions are satisfied:
(a) the Average Purchaser Stock Price shall be less than $46.60; and
(b) (i) the number obtained by dividing the Average Purchaser Stock Price by $58.25 (such quotient being referred to herein as the “Purchaser Ratio”) shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on October 30, 2014 and subtracting 0.20 from the quotient in this clause (b)(ii) (such number being referred to herein as the “Index Ratio”); or
(2) the Average Purchaser Stock Price shall be less than $37.86; subject, however, to the following five sentences. If the Sellers Representative elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give prompt written notice to Purchaser, which notice shall specify which of clauses (1) or (2) is applicable; provided that if both clauses (1) and (2) would be applicable, the Sellers Representative shall specify clause (2) in such notice; provided further that such notice of election to terminate may be withdrawn at any time within the aforementioned five (5)-day period. During the seven (7)-day period commencing with its receipt of such notice, Purchaser shall have the option, in the case of a failure to satisfy the condition in clause (1), of adjusting the Exchange Ratio to equal the lesser of (x) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of $46.60 MULTIPLIED BY the Exchange Ratio (as then in effect) and the denominator of which is the Average Purchaser Stock Price, and (y) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio MULTIPLIED BY the Exchange Ratio (as then in effect) and the denominator of which is the Purchaser Ratio. During such seven (7)-day period, Purchaser shall have the option, in the case of a failure to satisfy the condition in clause (2), to elect to increase the Exchange Ratio to a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of $37.86 MULTIPLIED BY the Exchange Ratio (as then in effect) and the denominator of which is the Average Purchaser Stock Price (an Exchange Ratio calculated pursuant to this sentence or the preced...
Possible Adjustment. By the Company, if the Company Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than the end of the first Business Day next following the Determination Date, if the Average Closing Price shall be less than 75 percent of the Signing Date Average Closing Price. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give written notice to Parent. During the two-day period commencing with its receipt of such notice, Parent shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Per Share Stock Consideration to equal the quotient obtained by dividing $25.00 by the Average Closing Price. If Parent makes an election contemplated by the preceding sentence within such two-day period, it shall give prompt written notice to the Company of such election and the revised Per Share Stock Consideration, whereupon no termination shall have occurred pursuant to this Section 9.01(h) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration shall have been so modified), and any references in this Agreement to "PER SHARE STOCK CONSIDERATION" shall thereafter be deemed to refer to the Per Share Stock Consideration as adjusted pursuant to this Section 9.01(h).
Possible Adjustment. By Company, if its Board of ------------------- Directors so determines by a vote of a majority of the members of its entire Board, if both of the following conditions are satisfied:
(1) The Average Closing Price on the Determination Date of shares of Zions Common Stock shall be less than the Starting Price; and
(2) (i) the number obtained by dividing the Average Closing Price on such Determination Date by the Starting Price (such number being referred to herein as the "Zions Ratio") shall be less than (ii) the number obtained by dividing the KBW Average Index by the KBW Starting Index and multiplying the quotient in this clause (2) (ii) by 0.82 (such number being referred to herein as the "Index Ratio"):
Possible Adjustment. Corporation agrees the book value of the Inventory per Paragraph 3.5.2 at Closing will be at least Six Hundred Eighty Thousand Dollars ($680,000). If the Inventory at Closing is less than Six Hundred Eighty Thousand Dollars ($680,000), the Purchase Price will be reduced by the amount of the deficiency. If the Inventory at Closing is greater than Eight Hundred Thousand Dollars ($800,000), the Purchase Price will be increased by the amount of the excess.
