Share Adjustment. All share amounts contemplated in Sections 4.2, 4.3, 4.4 and 4.5 are subject to appropriate adjustment in the event of a stock split, reverse stock split, merger, recapitalization and similar transactions which may take place after the date hereof.
Share Adjustment. The Company hereby confirms that (i) in the event the outstanding shares of Common Stock of the Company shall be changed into an increased number of shares, through a stock dividend or a split-up of shares, or into a decreased number of shares, through a combination of shares, then immediately after the record date for such change, the number of shares of Restricted Stock then subject to this Agreement shall be proportionately increased, in case of such stock dividend or split-up of shares, or proportionately decreased, in case of such combination of shares; and (ii) in the event that, as result of a reorganization, sale, merger, consolidation or similar occurrence, there shall be any other change in the shares of Common Stock of the Company, or of any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, then equitable adjustments to the shares of Restricted Stock then subject to this Agreement (including, but not limited to, changes in the number or kind of shares then subject to this Agreement) shall be made.
Share Adjustment. If any change in the number, type or classes of authorized shares of the Company (including the Company Shares), other than as contemplated by the Merger Agreement (as may be amended from time to time) or any agreement contemplated by the Transaction, shall occur between the date hereof and immediately prior to the Closing by reason of reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number of Preferred Shares issued to the Subscriber shall be appropriately adjusted to reflect such change.
Share Adjustment. In the event that during the term of this ---------------- Agreement, any reclassification, readjustment or other change is declared or made in the capital structure of Borrower, or any Option is exercised, all new substituted and additional shares, options, or other securities, issued, or issuable, to Pledgor by reason of any such change or exercise shall be delivered to and held by Lender under the terms of this Agreement in the same manner as the Collateral originally pledged hereunder.
Share Adjustment. Promptly following the Share Adjustment Date (as hereinafter defined), the number of shares deliverable as part of the Merger Consideration (and that have not previously been transferred by any Shareholder) shall be re-calculated based upon the average closing NYSE price for IHS Shares for the 20-trading day period immediately preceding the first anniversary of the Closing Date (the "RECALCULATED VALUE"), provided that such adjustment shall be made only if the result shall be an increase in the number of shares issuable to the Shareholders. If the number of shares as re-calculated under this subsection (c) (the "ADJUSTED SHARE COUNT") exceeds the Closing Date Share Count, IHS promptly shall deliver over to the Group's Representative an additional number of IHS Shares as shall have a value equal to the amount of such excess (using the Recalculated Value for determining the number of such IHS Shares to be delivered), and such additional shares shall be included in the aforementioned registration statement by means of a post-effective amendment thereto. In lieu of delivering additional shares as aforesaid, IHS may, in its sole discretion, elect to deliver cash to the Group's Representative (for distribution to the Shareholders) in the amount of such excess. If the Closing Date Share Count exceeds the Adjusted Share Count, no adjustment shall be made. For purposes hereof, "SHARE ADJUSTMENT DATE" shall mean the earlier to occur of: (x) the first anniversary of the Closing Date; or (y) the day preceding the date, if any, on which all issued and outstanding shares of IHS Stock are to be split, reverse split, exchanged, converted or otherwise recharacterized pursuant to any plan of merger, consolidation, reorganization or other corporate restructuring.
Share Adjustment. For so long as the Company owns any Shares, if User or any subsidiary thereof, as applicable, shall, except with respect to an Exempt Issuance, sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Purchase Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Purchase Price, such issuance shall be deemed to have occurred for less than the Purchase Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Purchase Price shall be reduced and only reduced to equal the Base Share Price and the User will issue the Company such additional Shares calculated as follows:
Share Adjustment. Notwithstanding the number of shares of CEC Common Stock set forth in Schedule "2" as part of the Purchase Price payable to a Noteholder (the "Original Shares"), the number of shares of CEC Common Stock to be received by each Noteholder will be the number of shares of CEC Common Stock determined by dividing the dollar value of the CEC Common Stock portion of the Purchase Price set forth in Schedule "2" attached hereto for each Noteholder (the "Share Amount") by the Average Price (the "Purchase Price Shares"). The "Average Price" will be determined by adding the closing price of the CEC Common Stock as quoted on the New York Stock Exchange as of the close of business on each trading day during the thirty (30) calendar days following the date the registration of the Original Shares is effective (the "Averaging Period") and dividing the sum by the number of trading days during the Averaging Period. The number of Purchase Price Shares will be rounded up or down to the nearest whole number and no fractional shares will be issued. Each Noteholder and CEMI acknowledge and agree that: (a) if the number of Purchase Price Shares exceeds the number of Original Shares, CEMI will cause the difference to be paid to the Noteholder in either cash or additional shares of CEC Common Stock covered by the Registration Statement (as hereinafter defined) at the sole option of CEMI; and (b) if the number of Original Shares exceeds the number of Purchase Price Shares, the Noteholder will pay the difference to CEMI in either cash or Original Shares at the sole option of the Noteholder.
Share Adjustment. On the Adjustment Date, Parent and the Stockholders shall, if necessary, adjust the shares issued to the Stockholders at the Closing as follows:
(a) The Xxx Xxxxx as described in Section 3.1(b) above shall be restated so as to reflect the average trading price of Parent Common Stock as quoted on the OTC BB or such other exchange or quotation system upon which Parent Common Stock is trading for the immediate preceding 30-day period. If the average trading price as so determined is below $5.00 per share, but not less than $1.50 per share (subject to Section 3(c)(ii)), the Stockholders shall be issued (within five (5) Business Days of the Adjustment Date) such additional shares of Parent Common Stock as may be necessary so that the aggregate number of shares of Parent Common Stock issued to the Stockholders has a value equal to the Agreed Value as of the Adjustment Date (the “Supplemental Payment”).
(b) In the event shares of Parent Common Stock have an average trading price as determined in accordance with procedures set forth in Section 3.2(a) of $5.00 or in excess of $5.00 per share, no adjustment shall be made in the amount of shares of Parent Common Stock previously issued to the Stockholders, which issuance shall be deemed final and not subject to further adjustment.
(c) In the event shares of Parent Common Stock have an average trading price of less than $1.50 as determined in accordance with procedures set forth in Section 3.2(a), Parent shall within five (5) Business Days of the Adjustment Date either:
(i) Provide notice to the Stockholders’ Representative of its intent to effectively unwind the Merger, in which event Parent shall immediately and irrevocably transfer to the Stockholders one hundred percent (100%) of the outstanding capital stock of the Surviving Corporation (free of any Encumbrances) in the same proportions the Stockholders held their Shares in the Company immediately prior to the Effective Time as set forth on Schedule 4.4; and the Stockholders shall deliver to Parent eighty percent (80%) of the shares Parent Common Stock previously delivered to the Stockholders as merger consideration pursuant to Section 3.1; or
(ii) Issue the Stockholders the Supplemental Payment pursuant to the restated Xxx Xxxxx in accordance with Section 3.2(a).
(d) In the event of a Change in Control prior to the Adjustment Date, the share adjustment and procedures set forth in Sections 3.2(a) through (c) shall be performed immediately prior to the Change in C...
Share Adjustment. If the outstanding Shares of the class then subject to this Plan are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, forward stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Shares or securities or other forms of property (including cash) or rights for which Options may thereafter be granted under the Plan and for which Options then outstanding under the Plan may thereafter be exercised. Any such Share adjustments shall be made without changing the aggregate exercise price applicable to the unexercised portions of outstanding Options. Any fractional Shares resulting from such adjustment shall be eliminated by rounding to the nearest whole number. Appropriate amendments to the Option Agreements shall be executed by the Corporation and the Optionees to the extent the Option Committee determines that such amendments are necessary or desirable to reflect such Share adjustments. If determined by the Option Committee to be appropriate, in the event of any Share adjustment involving the substitution of securities of a corporation other than the Corporation, the Option Committee shall make arrangements for the assumption by such other corporation of any Options then or thereafter outstanding under the Plan, without any change in the total exercise price applicable to the unexercised portion of the Options but with an appropriate adjustment to the number of securities, kind of securities and exercise price for each of the securities subject to the Options. The determination by the Option Committee as to what adjustment, amendments or arrangements shall be made pursuant to this Section 9 and the extent thereof, shall be final and conclusive. In the event of the proposed dissolution or liquidation of the Corporation, or a proposed sale of substantially all of the assets of the Corporation, or in the event of any merger or consolidation of the Corporation with or into another corporation, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off, or other transaction in which the outstanding Shares then subject to Options under the Plan are changed into or exchanged for property (including cash), rights and/or securities other than, o...
Share Adjustment. Upon each adjustment of the Purchase Price pursuant to Section 3.1 above, the registered holder of each Warrant shall (until another adjustment) be entitled to purchase at the adjusted Purchase Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in the Warrant (as adjusted as a result of all adjustments in the Purchase Price in effect before the adjustment) by the Purchase Price in effect before the adjustment and dividing the product so obtained by the adjusted Purchase Price.
