Stock Consideration Adjustment. Provided that Washington Federal has not elected to revise the Merger Consideration to reflect an all cash transaction as contemplated by the proviso in Section 3.01(b)(1), then notwithstanding any other provision of this Agreement, if at the time of the Closing, the aggregate value of the shares of Washington Federal Common Stock to be exchanged for shares of First Mutual Common Stock is less than 40% of the Aggregate Merger Consideration, then Washington Federal shall direct the Exchange Agent to convert a minimum number of No-Election Shares and, to the extent necessary a minimum number of Cash Election Shares, into Stock Election Shares so that the aggregate value of the shares of Washington Federal Common Stock exchanged for shares of First Mutual Common Stock constitutes 40% of the aggregate value of the Aggregate Merger Consideration. For purposes of this Section 3.02(f) only, the value of a share of Washington Federal Common Stock will be the value as of the time of the Closing.
Stock Consideration Adjustment. (a) No later than January 12, 2013, Purchaser may deliver to Seller written notice that Purchaser has received one or more binding commitments (each, an “Equity Commitment”) from one or more of the Persons identified on Schedule 3.06 of the Purchaser Disclosure Schedule (each such Person delivering an Equity Commitment, an “Equity Investor”) to purchase up to 12,756,910 shares of Arris HoldCo Common Stock in the aggregate at a price per share equal to the Per Share Price, pursuant to which such Equity Investor(s) shall be obligated to purchase such shares of Arris HoldCo Common Stock subject only to customary representations and warranties relating to the delivery of such shares (and other representations and warranties as may be agreed by Purchaser and any Equity Investor provided that such Equity Investor’s Equity Commitment contains no closing condition related to such representations and warranties), the absence of any regulatory or other legal prohibition to such purchase (including the absence of the imposition by a Governmental Authority of adverse conditions as condition to permitting such purchase to occur), a maximum Clawback Amount (as defined below), and the occurrence of the Closing. Purchaser shall include with any such notice a copy of each Equity Commitment. In addition, Purchaser shall cause each Equity Commitment to provide that Purchaser shall terminate such Equity Commitment, without any liability of any kind to Purchaser, upon the receipt of a notice from Seller, to be delivered by Seller at any time before Closing in its sole discretion, or upon election at any time before Closing by Purchaser, in Purchaser’s sole discretion, if Seller or Purchaser conclude, in their respective sole discretion, that not to do so would delay Closing.
Stock Consideration Adjustment. Notwithstanding any other provision of this Agreement, if at the time of the Closing, the aggregate value of the shares of First Place Common Stock to be exchanged for shares of Franklin Common Stock is less than 50% of the consideration paid by First Place in the Merger, then First Place shall direct the Exchange Agent to convert a minimum number of No-Election Shares and, to the extent necessary a minimum number of Cash Election Shares (on a pro rata basis) and to the extent necessary thereafter the cash portion of the 50/50 Election (on a pro rata basis), into Stock Election Shares so that the aggregate value of the shares of First Place Common Stock exchanged for shares of Franklin Common Stock constitutes 50% of the aggregate value of the consideration paid by First Place in the Merger. For purposes of this Section 2.2(f) hereof only, the value of a share of First Place Common Stock will be the value as of the Closing Date.
Stock Consideration Adjustment. If a Qualified Offering is consummated pursuant to a Purchaser Funding Adjustment Election or a Seller Funding Adjustment Election, then (i) the Cash Consideration to be paid pursuant to Section 1.02(a) shall be increased by an amount equal to $54.6785 times the number of shares sold in such Qualified Offering; provided that if the Qualified Offering is consummated pursuant to a Seller Funding Adjustment Election and the price per share (net of discounts and commissions) achieved in such Qualified Offering is less than $54.6785, then the Cash Consideration to be paid pursuant to Section 1.02(a) shall be increased by an amount equal to such price per share (net of discounts and commissions) times the number of shares sold in such Qualified Offering, and (ii) the number of shares of Purchaser Class B Common Stock to be issued and delivered to the Seller pursuant to Section 1.02(b) shall be reduced by the number of shares of Purchaser Common Stock sold in such Qualified Offering (provided, that, to the extent the number of shares of Purchaser Class B Common Stock to be issued and delivered to the Seller pursuant to Section 1.02(b) is reduced to zero, the number of shares of Purchaser Class A Common Stock to be issued and delivered to the Seller pursuant to Section 1.02(b) shall thereafter be reduced until the aggregate reduction equals the number of shares of Purchaser Common Stock sold in such Qualified Offering).
Stock Consideration Adjustment. Notwithstanding any other provision of this Agreement, if at the time of the Closing, the aggregate value of the shares of PPBI Common Stock to be exchanged for shares of SDTB Common Stock is less than 45% of the sum of (i) the Aggregate Merger Consideration and (ii) the Option Merger Consideration, then PPBI shall direct the Exchange Agent to convert a minimum number of No-Election Shares and, to the extent necessary a minimum number of Cash Election Shares, into Stock Election Shares so that the aggregate value of the shares of PPBI Common Stock exchanged for shares of SDTB Common Stock constitutes 45% of the aggregate value of the sum of (i) the Aggregate Merger Consideration and (ii) the Option Merger Consideration. For purposes of this Section 3.02(f) only, the value of a share of PPBI Common Stock will be the PPBI Average Share Price.
Stock Consideration Adjustment. Notwithstanding any other provision of this Agreement, if at the time of the Closing, the aggregate value of the shares of PPBI Common Stock to be exchanged for shares of IDPK Common Stock is less than 45% of the Aggregate Merger Consideration, then PPBI shall direct the Exchange Agent to convert a minimum number of No-Election Shares and, to the extent necessary, a minimum number of Cash Election Shares, into Stock Election Shares so that the aggregate value of the shares of PPBI Common Stock exchanged for shares of IDPK Common Stock constitutes 45% of the aggregate value of the Aggregate Merger Consideration. For purposes of this Section 3.02(f) only, the value of a share of PPBI Common Stock will be the PPBI Average Share Price.
Stock Consideration Adjustment. In the event that the Parent Share Value exceeds $16.50, then Parent shall decrease the Exchange Ratio to a number of shares of Parent Voting Common Stock equal to the quotient of (A) 5.44 divided by (B) the Parent Share Value. In the event that (1) the Parent Share Value is less than $13.50 or (2) if following the close of trading (and prior to the Closing) on the Closing Date, Parent delivers written or oral notice to Company that it has determined in good faith (including after taking into account the expected number of, and the possibility of cash payments being made to, Dissenting Shareholders) that there is a reasonable possibility that the value of the shares of Parent Common Stock to be issued as Stock Consideration as a percentage of the aggregate value of the Merger Consideration (in each case, as determined for purposes of Section 368(a) of the Code and without regard to this clause (2)) will be less than 42.5% (each, an “All Cash Event”) (w) the structure of the Merger shall be altered in a manner consistent with Section 9.11, (x) for all purposes hereunder, the term “Merger Consideration” shall be deemed to mean exclusively the right to receive (I) $9.12 in cash without interest, subject to adjustment in accordance with Section 1.7(e) and (II) one warrant to purchase .33 shares of Parent Voting Common Stock at an exercise price of $14.00 per share of Parent Voting Common Stock (subject to adjustment in accordance with Section 1.7(e)), on the terms and conditions, and substantially in the form, set forth in the warrant agreement and form of warrant attached hereto as Exhibit B (each, a “Warrant” and, collectively, the “Warrants”, and the shares of Parent Voting Common Stock underlying such Warrants, the “Underlying Shares”)), (y) there shall be no Stock Consideration and (z) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares or Dissenting Shares) shall, subject to Section 1.7(f), at and as of the Effective Time, be converted into the right to receive the Merger Consideration. Notwithstanding the foregoing, if and for so long as all of the conditions set forth in Article VII, other than the conditions set forth in Section 7.1(b), (d) or (e), and Section 7.3, have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing), in the event that the Closing shall not have occurred on or prior to February 1, 2012...
Stock Consideration Adjustment. The Stock Consideration shall be subject to reduction after the Closing in the event that gross revenues of Mercury and the Surviving Corporation on a combined basis during the calendar year ending on December 31, 1998 ("Reference Gross Revenues") are less than $2,880,000 (the "Threshold Amount"), as determined in accordance with this Section 9.
Stock Consideration Adjustment. (a) If (A) the Registration Statement is not declared effective by the earlier of the date which (x) is 15 days after the filing the Registration Statement with the SEC or (y) is 25 days after Closing and (B) Seller sells any shares of Stock Consideration (such shares referred to as “Shares”) through the NNM in reliance on the Registration Statement during the 30 day period following the date the Registration Statement is declared effective (which period shall be extended by the number of days of any suspension of sales pursuant to the Registration Statement by Parent) (the “Sale Period”), then Buyer or Seller, as the case may be, shall pay the other party in cash with respect to the sale of any Share as follows:
Stock Consideration Adjustment. There shall be deducted from the Total Stock Consideration one dollar in value for each dollar by which the gross margin of Sub (determined in accordance with generally accepted accounting principles) is less than $2,760,000 for fiscal 2000, as determined by Buyer's auditors in connection with their audit of Buyer for fiscal 2000. For purposes hereof, gross margin shall equal gross revenues, minus cost of sales (including carrier expenses, refunds, sales rebates and claims). Such reduction shall be effected by Sellers forfeiting Buyer shares included in the Total Stock Consideration, and for purposes hereof valuing the shares at the average closing sale price (if available) or average closing bid price (if no closing sale prices are available)of the Buyer shares on the principal market in which such shares are traded for the fifteen trading days immediately preceding the date the Buyer's auditors deliver their audit report to Buyer in connection with the 2000 fiscal year (which date shall be not later than March 20, 2001), provided that the value per share for return shall be not less than $1.50 per share (subject to appropriate adjustments in the event of any stock split, reverse stock split, reclassification, merger, stock dividend, or other similar event affecting Buyer's common stock). Notwithstanding the foregoing, Sellers shall have the option (to be made jointly by each Seller in writing) of paying cash to Buyer in lieu of Buyers Shares to effect the foregoing reduction. The reduction of the Total Stock Consideration payable under this paragraph shall not exceed $750,000 in value, subject to further reduction in accordance with the immediately preceding paragraph providing for reductions in the event the Total Cash Consideration is less than $500,000. The reductions (if applicable) in the respective purchase prices for the Maverick and Checkmate mergers resulting from the foregoing shall be allocated two-thirds to the Maverick merger and one-third to the Checkmate merger, and to each Seller pro rata in accordance with their share ownership in each of Checkmate and Maverick. Sellers agree that they will not transfer or pledge any Stock Consideration until it becomes reasonably certain that the shares proposed to be transferred will not be subject to forfeiture hereunder.
