Share Price Adjustment Sample Clauses

Share Price Adjustment. 29 ARTICLE IV
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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.
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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.
Sample 1
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).
Sample 1
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.
Sample 1
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.
Sample 1
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
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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.
Sample 1
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.
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Related to Share Price Adjustment

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

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