Common use of Share Adjustment Clause in Contracts

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. Promptly following (a) If prior to the Adjustment Termination Date, other than with respect to any Strategic Partner Equity, Merhav sells or the Company issues Shares (or Share Adjustment Date Equivalents entitling any Person to acquire Shares) at a price per Share less than the Per Share Purchase Price (as hereinafter definedif the holder of the Shares or Share 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 issued in connection with such sale or issuance, be entitled to receive Shares at a price less than the Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Price), then, the number of shares deliverable as part of the Merger Consideration (and that have not previously been transferred by any Shareholder) Per Share Purchase Price shall be re-calculated based upon reduced to equal such lower price, and (i) if the average closing NYSE price for IHS Shares for adjustment occurs prior to the 20-trading day period immediately preceding the first anniversary of Closing Date, Ampal shall receive on the Closing Date such number of Shares equal to the Purchase Price divided by the Per Share Purchase Price as herein adjusted (the "RECALCULATED VALUE"“Adjusted Share Amount”) and (ii) if such adjustment occurs after the Closing Date but prior to the Adjustment Termination Date, Merhav shall cause the Company to issue additional Shares to Ampal so that such Shares, together with the Shares Ampal received on the Closing Date, equal the Adjusted Share Amount. Such adjustment shall be made whenever such Share or Share Equivalents are issued or sold. Merhav shall notify Ampal in writing, no later than the 10 days prior to the issuance or sale of such Shares or Share Equivalents, subject to this Section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (b) Notwithstanding the forgoing, Merhav may cause the issuance of additional Shares in the Company up to a maximum of 5% of the issued and outstanding Shares (after giving effect to any such issuances), provided that such adjustment shall be made only if the result shall be an increase all holders of equity interests 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 Company will be diluted pro rata with Ampal in connection with any 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 restructuringissuances.

Share Adjustment. Promptly following The parties intend that the Share Adjustment Date fair market value of the Interests shall be equal to the fair market value of the HoldCo Shares on the Contribution Date. The parties have agreed that HoldCo will issue the HoldCo Shares based upon the parties’ estimation of the fair market values of the HoldCo Shares and the Interests immediately prior to the Contribution Date. Further, the parties expect to obtain final valuations of the HoldCo Shares and the Interests after the Contribution Date, and agree to adjust (as hereinafter defined), if necessary) the number of shares deliverable HoldCo Shares in the manner set forth in the following sentence (the “Adjustment”). No later than fifteen (15) days after the final valuation or as part otherwise agreed by the parties, (a) if the value of the Merger Consideration HoldCo Shares is determined to be less than the value of the Interests (and in each case as of the Contribution Date), HoldCo shall issue to GECC (or any transferee of the HoldCo Shares under this Agreement) such additional HoldCo shares as shall cause the value of the aggregate shares of HoldCo stock issued to GECC (or any transferee) to equal the value of the Interests, or (b) if the value of the HoldCo Shares is determined to be greater than the value of the Interests (in each case determined as of the Contribution Date), GECC (or any transferee of the HoldCo Shares) shall surrender to HoldCo that have not previously been transferred number of shares of HoldCo stock that will cause the value of the remaining portion of the HoldCo Shares to equal the value of the Interests. In the event of an Adjustment, the share certificate reflecting ownership of HoldCo Shares by GECC (or any Shareholdertransferee of the HoldCo Shares) shall be re-calculated based upon reissued to reflect 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 adjusted number of shares issuable owned by GECC (or its transferee). In all cases, an Adjustment (if positive) shall entitle GECC (or its transferee) to receive solely additional shares of HoldCo voting common stock or (if negative) shall require GECC (or its transferee) to surrender solely a portion of the ShareholdersHoldCo Shares, and no consideration of any other kind shall be payable by either party in connection with an Adjustment. If Prior to any Adjustment, GECC (or any transferee of the number of shares as re-calculated under this subsection (cHoldCo Shares) (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 all rights afforded the amount owner of such excess (using the Recalculated Value for determining the number of such IHS Shares to be delivered)HoldCo Shares, 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 aforesaidthus may vote, IHS mayreceive distributions with respect to, in its sole discretionpledge, 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 sell or otherwise recharacterized pursuant to any plan transfer the HoldCo Shares except as may otherwise be limited by HoldCo’s by-laws or Articles of merger, consolidation, reorganization or other corporate restructuringIncorporation.

Share Adjustment. Promptly following the Share Adjustment Date (as hereinafter defined), the number of shares deliverable as part of the Merger Consideration Purchase Price (and including the shares delivered to the Broker, but excluding any other shares that have not previously been transferred by any Shareholderthe Shareholders) shall be re-calculated based upon to be the number of shares of IHS Stock that would have been delivered in lieu of such retained shares had the Recalculated Value (as defined below) been used on the date hereof in lieu of the Trade Price with respect to the portion of the Purchase Price represented by such retained shares. For purposes hereof, the "RECALCULATED VALUE" shall mean the average closing NYSE price for IHS Shares Stock for the 205-trading day period immediately preceding ending on the first anniversary of the Closing Share Adjustment Date (the "RECALCULATED VALUE"as defined below), 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 subparagraph (c) (the "ADJUSTED SHARE COUNT") exceeds the Closing Execution Date Share Count, IHS promptly shall deliver over to the Group's Representative Shareholders, and the Broker an additional number of shares of IHS Shares Stock as shall have a value be equal to the amount of such excess (using the Recalculated Value for determining the number of such IHS Shares to be delivered)excess, and such additional shares shall be included in the aforementioned registration statement by means of a postpre-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 Execution Date Share Count exceeds the Adjusted Share Count, no adjustment the Shareholders, and the Broker promptly will return to the Buyer that number of shares of IHS Stock as shall be madeequal to such excess; provided, however, that the Adjusted Share Count may not exceed twice the Execution Date Share Count; and provided further, that the Adjusted Share Count shall not be less than one-half the Execution Date share Count. For purposes hereof, "SHARE ADJUSTMENT DATE" shall mean the earlier to occur of: (x) date which is two trading days before the first anniversary of the Closing Registration 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.