Share Consideration Adjustment Sample Clauses
Share Consideration Adjustment. (a) If (i) Parent has not consummated the Closing on or prior to ▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) but for the occurrence of any Share Consideration Adjustment Triggers (as defined below) that occur on or after August 31, 2014, the Closing would have been reasonably likely to have occurred on the date that any such Share Consideration Adjustment Trigger has first occurred (the “Adjustment Trigger Date”), (iii) as of such Adjustment Trigger Date, the conditions set forth in Section 6.3 shall have then been satisfied (other than those other conditions that, by their nature, are to be satisfied by action taken at the Closing, subject to the Company confirming in good faith that it reasonably believes that such other conditions are reasonably capable of being satisfied at the Closing), and (iv) the Company has confirmed in an irrevocable written notice delivered to Parent on the Adjustment Trigger Date that but for the occurrence of any of the Share Consideration Adjustment Triggers, the Company is ready, willing and able to effectuate the Closing (the date upon which each of the conditions set forth in clauses (i), (ii), (iii) and (iv) have been satisfied, the (“Share Consideration Adjustment Date”), then the Share Consideration Percentage shall be increased by 0.5% for each full calendar month that elapses prior to the Closing and following the Share Consideration Adjustment Date; provided, that if either party exercises its right to extend the End Date pursuant to Section 7.1(b), the percentage set forth in the definition of Share Consideration shall be increased by 1.5% for each full calendar month that elapses during any such extension (0.5% or 1.5%, as applicable, the “Monthly Percentage Increase”); provided, further, that in the event the Share Consideration Adjustment Date or the Closing occurs during a calendar month (as opposed to at the beginning or at the end of a calendar month, as applicable), the increase to the Share Consideration Percentage for such calendar month shall equal the applicable Monthly Percentage Increase, multiplied by a fraction, (x) in the case of the calendar month in which the Share Consideration Adjustment Date occurs, the numerator of which is the number of days in such calendar month following (but not including) the Share Consideration Adjustment Date until and including the last day of such calendar month, and the denominator of which is the total number of days in such calendar month, and (y) in the case of the calendar month in wh...
Share Consideration Adjustment. Subject to the limitations set forth below, if the average volume-weighted closing price of the ▇▇▇▇▇▇▇▇ Shares for the ten (10) trading days subsequent to the date of this Agreement (the "AFTER-MERGER STOCK PRICE") is (i) less than the Stock Price, then the number of ▇▇▇▇▇▇▇▇ Shares shall be re-determined using the After-Merger Stock Price, and Parent shall promptly deliver to the Genex Stockholder the number of shares of ▇▇▇▇▇▇▇▇ Common Stock equal to (A) the Share Consideration divided by the After-Merger Stock Price minus (B) the Share Consideration divided by the Stock Price, (ii) greater than the Stock Price, then the number of ▇▇▇▇▇▇▇▇ Shares shall be re-determined using the After-Merger Stock Price, and the Genex Stockholder shall promptly deliver to Parent the number of shares of ▇▇▇▇▇▇▇▇ Common Stock equal to (A) the Share Consideration divided by the Stock Price minus (B) the Share Consideration divided by the After-Merger Stock Price (the "PURCHASE PRICE ADJUSTMENT"). Notwithstanding the foregoing, for purposes of calculating the Purchase Price Adjustment, (i) if the After-Merger Stock Price is greater than the Stock Price plus $0.25, then the After-Merger Stock Price shall be equal to the Stock Price plus $0.25 and (ii) if the After-Merger Stock Price is less than the Stock Price minus $0.25, then the After-Merger Stock Price shall be equal to the Stock Price minus $0.25.
Share Consideration Adjustment. If between the date of this Agreement and the Effective Time, the issued and outstanding Canopy Growth Shares shall have been changed into a different number of shares by reason of any reclassification, split, consolidation, stock dividend or distribution upon the issued and outstanding Canopy Growth Shares, or Canopy Growth shall have made any rights offering to the holders of the issued and outstanding Canopy Growth Shares, or similar event (each, an “Adjustment Event”), then the aggregate number of Canopy Growth Shares issuable to CRC in accordance with the terms of the Plan of Arrangement and any other dependent items shall be adjusted in such a manner and to such an extent so as to ensure that, under the Arrangement, CRC receives the same economic effect following such Adjustment Event as they would otherwise have received under the Arrangement had such Adjustment Event not occurred, and the number of Canopy Growth Shares to be issued to CRC pursuant to the Arrangement shall be adjusted accordingly.
Share Consideration Adjustment. (a) If the final per share price paid by SSGI pursuant to the Tender Offer (the "Tender Offer Price") is greater than Cdn $3.50 per share, then each of the Elli▇▇▇ Consideration and the Westgate Consideration shall be adjusted as set forth in paragraph (b) below.
(b) Subject to paragraph (a) above, Grant shall issue additional shares of Grant Common Stock to Elli▇▇▇ ▇▇▇ Westgate, respectively, equal to the difference between (i) the product of (A) the Conversion Price divided by US $5.00 and (B) the applicable Shares and (ii) the applicable Share Consideration. After the completion of the Tender Offer, Grant shall issue such additional shares (including any payment for fractional shares as set forth below).
(c) For purposes of this Section 1.2, (i) the "applicable Share Consideration" shall mean, with respect to Elli▇▇▇, ▇▇e Elli▇▇▇ Consideration and, with respect to Westgate, the Westgate Consideration; (ii) the "applicable Shares" shall mean, with respect to Elli▇▇▇, ▇▇e Elli▇▇▇ ▇▇▇res and, with respect to Westgate, the Westgate Shares; and (iii) the Conversion Price shall be equal to the Tender Offer Price divided by 1.4.
Share Consideration Adjustment. (1) If the Closing Reference Price is less than the Reference Share Price and greater than 90% of the Reference Share Price, then the number of Consideration Shares issuable at closing shall be determined by dividing $300,000,000 by the Closing Reference Price.
(2) If the Closing Reference Price is equal to 90% of the Reference Share Price or less, then the number of Consideration Shares issuable at closing shall be determined by dividing $300,000,000 by 90% of the Reference Share Price.
(3) Subject to Section 2.05(4), if the Closing Reference Price is equal or superior to the Reference Share Price, then no adjustment to the number of Consideration Shares issuable at closing shall be made.
(4) If as a result of an increase in the trading price of the Parent Shares on The NASDAQ Stock Market following the date hereof, the Corporation anticipates that the “cost of the Corporation”, as of the Closing Date, determined in accordance with U.S. generally accepted accounting principles, would exceed, with respect to Parent, the condition of significance in the definition of significant subsidiary in Rule 1-02(w)(1) of Regulation S-X under the Securities Act at the 50% percent level, if the Vendors unanimously so request, in their sole discretion, in writing at least three (3) Business Days prior to the Closing Date, the number of Consideration Shares issuable at the Time of Closing shall be reduced by the number of Consideration Shares specified in such notice.
(5) During the period during which the Closing Reference Price is determined, Purchaser shall not (and shall not announce any intention to) acquire any Parent Shares in the open market or take any action that is prohibited under Regulation M under the Exchange Act in connection with a distribution of securities.