Share Price Adjustment Clause Samples
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Share Price Adjustment. If the Company grants options or issues additional shares of Capital Stock in excess of the amounts permitted under Article V, subsection (b), without the prior written consent of WEC as required by Article V of this Agreement, and such excess options are purchased pursuant to the foregoing provisions and/or such additional shares are outstanding at the Effective Time of the Merger, the amount paid by the Company to purchase such additional options and/or additional shares shall reduce the Share Price according to the following formula: The adjusted Share Price shall mean the product of the Share Price multiplied by a fraction, the numerator of which is equal to the sum of the number of outstanding shares of Company Common Stock plus the shares subject to options outstanding on the date of this Agreement and shares and options permitted to be granted or issued under Article V, subsection (b) of this Agreement, and the denominator of which is equal to the sum of the number of outstanding shares of Company Common Stock at the Effective Time of the Merger plus a number of shares determined by dividing the total amount paid for such additional options and/or additional outstanding shares by the Share Price.
Share Price Adjustment. Notwithstanding anything to the contrary in this Agreement, in the event the Average Price is less than $5.35, then, at Buyer's option, by written notice to Seller delivered not more than three (3) business days prior to the Closing Date specifying which option Buyer elects, one of the following shall apply: (i) Buyer shall issue to Seller that number of additional Shares equal to (x) the amount by which $5.35 exceeds the Average Price, multiplied by the number of Shares determined in accordance with Section 3.3.2 -19- (the "Share Price Adjustment") divided by (y) the Average Price; (ii) Buyer shall issue to Seller additional subordinated debt on the same terms as the Subordinated Promissory Note, the principal amount of which shall equal the Share Price Adjustment; (iii) Buyer shall deliver to Seller an additional amount in cash equal to the Share Price Adjustment; (iv) Buyer shall deliver to Seller a combination of the forms of additional consideration referred to in clauses (i), (ii) and (iii) above having an aggregate value equal to the Share Price Adjustment, such aggregate value determined by adding (a) the amount of cash, if any, (b) the principal amount of additional subordinated debt, if any, and (c) the number of additional shares, if any, multiplied by the Average Price; (v) Buyer and Seller shall mutually agree that Buyer shall deliver to Seller some other consideration having a value equal to the Share Price Adjustment; or (vi) Buyer may terminate this Agreement in accordance with Section 11.1(g) hereof, unless Seller agrees in writing, within 48 hours after receipt of written notice from Buyer of its intent to terminate this Agreement pursuant to Section 11.1(g), that the Purchase Price shall be reduced by an amount equal to the Share Price Adjustment, in which case Seller will not be entitled to the Share Price Adjustment and this Agreement will not be terminated pursuant to Section 11.1(g).
Share Price Adjustment. If the Closing Price (i) on the Closing Date and (ii) on any trading day selected by the Sellers' Representative during the period of one (1) year following the expiration of the Restricted Period (such trading day, the "Election Date") is less than $15, then, Sellers' Representative (as agent for Sellers) may, by written notice given to Buyer specifying the Election Date, demand that Buyer pay to Sellers' Representative (as agent for the Sellers) the Share Price Adjustment. Such notice may not be given more than 30 days after the Election Date specified therein. In such event, Buyer shall pay to Sellers' Representative (as agent for the Sellers), within ten (10) business days after the applicable notice is given, as additional Purchase Price, an amount equal to the Share Price Adjustment.
Share Price Adjustment. Section 3.7 of the Merger Agreement is hereby amended by (i) deleting the words "the condition set forth in Section 8.2(h) or" from the first proviso thereof, (ii) deleting the word "conditions" from the second proviso thereof and inserting in lieu thereof the word "condition" and (iii) deleting the word "either" from the second provisio thereof.
Share Price Adjustment. 29 ARTICLE IV
Share Price Adjustment. If the Closing shall not have occurred on or prior to January 3, 1997, the Share Price shall be increased at a rate equal to 8% per annum from and including January 1, 1997 to and excluding the Closing Date calculated on the basis of the actual number of days in the period (such amount being the "Additional Amount"); PROVIDED, HOWEVER, that no such amount shall be added to the Share Price if (i) the Closing has not occurred on or prior to January 3, 1997 and the last of the conditions set forth in Article VIII to be fulfilled is the condition set forth in Section 8.2(h) or the condition set forth in Section 8.1(a), other than, in each case as a result of any action taken or not taken by Acquiror or (ii) the Company has taken any action that would result in any of the conditions to the consummation of the Merger set forth herein not being satisfied at such time; PROVIDED, FURTHER, that upon satisfaction of the conditions described in clause (i) above if either such condition is the last condition to be fulfilled, the Additional Amount shall be added to the Share Price and shall be calculated commencing five Business Days after the date of such satisfaction.
Share Price Adjustment. 29 i 3 ARTICLE III................................................................. 29 3.1 Existence and Power of Sellers................................... 29 3.2 Approval and Enforceability of Agreement......................... 30
Share Price Adjustment. In the event that the average Market Price (as defined below) of a share of Stratus Services, Inc. Common Stock (“Stratus Stock”) is not $.20 or more for the thirty (30 ) trading days preceding the three year anniversary of the Closing Date (the “Anniversary Date”), Buyer shall make a cash payment to Seller within five (5) business days after the Anniversary Date equal to the amount determined by multiplying (A) the difference between the average Market Price for such thirty (30) trading day period and $.20 by (B) two million (2,000,000). The term Market Price as of a particular day means (a) the closing price per share of the Stratus Stock on such date on the OTC Bulletin Board or on such Subsequent Market (as defined below) on which the shares of Stratus Stock are then listed or quoted), or (b) if the shares of Stratus Stock are not then listed or quoted on the OTC Bulletin Board or a Subsequent Market, then the last price reported in the "Pink Sheet" for the relevant day. The term “Subsequent Market” means the New York Stock Exchange, Nasdaq SmallCap Market, American Stock Exchange or Nasdaq Stock Market. If the shares of Stratus Stock are not listed or quoted for public trading during the thirty day period prior to the Anniversary Date, the average Market Price shall be deemed zero. The .20 per share threshold set forth in this Section 1.3(b) shall be equitably adjusted to account for stock splits, share combinations and stock dividends affecting the Stratus Stock.
Share Price Adjustment. If applicable and at Buyer's election, deliver to Seller the additional Shares, subordinated debt, cash and/or other consideration in accordance with the provisions of Section 3.3.4 hereof.