Stock Price Adjustment. If, on the third anniversary of the date of this Agreement, the Market Value per Share of the Class A Common Stock of the Company is less than Eleven and 50/100 Dollars ($11.50) (the amount of any such deficiency as of such date being referred to as the "Stock Price Deficiency"), then no later than 15 Business Days thereafter and as additional consideration for the Shares, the Qualified Designee shall pay in cash to the Seller its pro rata portion of an amount equal to (a) 22,525, multiplied by (b) the Stock Price Deficiency. Notwithstanding the above, the Qualified Designee shall have the right to assign its obligations under this Section to a corporation, partnership or other entity with the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and upon the assumption of the obligations by such corporation, partnership or other entity, the Qualified Designee shall be released from its obligations under this Section. For purposes of this Section, "Market Value per Share" shall mean the average trading price of one share of Class A Common Stock of the Company over the 20 trading days ending on the third anniversary of the date of this Agreement as quoted in the National Quotation Bureau Pink Sheets or on such exchange or in such interdealer quotation system or other trading market as the Class A Common Stock of the Company is then quoted.
Stock Price Adjustment. If the UAG Market Value on the Adjustment Date (as defined below) is less than Twenty-three and 50/100 Dollars ($23.50) (the amount of any such deficiency being referred to herein as the ("Stock Price Deficiency") then, no later than ten (10) Business Days after the Adjustment Date, UAG shall pay to Xx. Xxxxxxxx cash in an amount (the "Adjustment Amount") equal to the Stock Price Deficiency multiplied by the number of UAG Shares Xx. Xxxxxxxx received at the Closing. For purposes of this Agreement, the Adjustment Date shall mean the earlier of (i) the date on which the UAG Shares are registered pursuant to the Piggyback Registration Rights Agreement or (ii) the date on which Xx. Xxxxxxxx may sell the UAG Shares in reliance on Rule 144 promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended ("Rule 144").
Stock Price Adjustment. If the UAG Market Value on the Adjustment Date (as defined below) is less than the Agreed Value (the amount of any such deficiency being referred to herein as the ("Stock Price Deficiency") then, no later than sixty (60) days after the Adjustment Date, UAG shall pay to each Shareholder cash in an amount equal to the Stock Price Deficiency multiplied by the number of Shares such Shareholder is permitted to sell on the Adjustment Date. For purposes of this Agreement, the Adjustment Date shall mean the earlier of (i) the date on which the Shares are registered pursuant to the Registration Rights Agreement or (ii) the date on which the Shareholders may sell the Shares consistent with the provisions of this Agreement and in reliance on Rule 144 promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended ("Rule 144"). For purposes of this Agreement, UAG Market Value shall mean the arithmetic average of the daily closing price per share of UAG Common Stock, rounded to four decimal places, as reported on the New York Stock Exchange Composite Tape for each of the twenty (20) consecutive trading days ending (and including) the trading day that occurs one trading day prior to the date on which the UAG Market Value is to be determined. If any Shareholder is not permitted to sell all of his Shares on the Adjustment Date as a result of any volume restrictions set forth in Rule 144 and the UAG Market Value ninety days after the Adjustment Date is less than the Agreed Value (the amount of any such deficiency being referred to herein as the ("Remaining Stock Price Deficiency") then, no later than one hundred and fifty (150) days after the Adjustment Date, UAG shall pay to such Shareholder cash in an amount equal to the Remaining Stock Price Deficiency multiplied by the number of Shares that such Shareholder was not permitted to sell on the Adjustment Date.
Stock Price Adjustment. 7 SECTION 1.14
Stock Price Adjustment. 8 1.13 Leases.......................................................... 9 1.14
Stock Price Adjustment. If, on any Adjustment Date, the UAG Market Value as of such Adjustment Date is less than Twenty-Four and 0375/100 Dollars ($24.0375) (the amount of any such deficiency as of an Adjustment Date being referred to herein as the "Stock Price Deficiency"), then no later than ten (10) Business Days thereafter and as additional consideration for the stock of the Companies, UAG shall make a cash payment to each Stockholder equal to the number of the Stockholder's Transition UAG Shares for such Adjustment Date, multiplied by the Stock Price Deficiency as of such Adjustment Date. Each such payment shall include (but not be increased by) interest at the Applicable Federal Rate in accordance with Section 1274(d) of the Code. For purposes of this Agreement, the following terms shall have the meanings defined below:
Stock Price Adjustment. If the average VWAPs of the JAC Common Stock during the ten (10) Trading Days prior to the Closing Date exceeds $12.00 per share, then the Existing Members shall be issued additional Units as follows:
(i) If the average VWAPs of the JAC Common Stock during such ten (10) day period is in excess of $12.00 per share but less than $13.00 per share, the Existing Members shall be issued an additional 300,000 Units.
(ii) If the average VWAPs of the JAC Common Stock during such ten (10) day period is equal or greater than $13.00 per share, the Existing Members shall be issued an additional 600,000 Units (and no additional Units shall be issued pursuant to paragraph (f)(i) above).
Stock Price Adjustment. 12 1.7. Effective Date...............................................12 1.8. Post-Closing Note Adjustment.................................12
Stock Price Adjustment. If, on the Adjustment Date (as defined below), the UAG Shares have an aggregate UAG Market Value of less than Six Million Dollars ($6,000,000) (the amount of any such deficiency being referred to herein as the "Stock Price Deficiency") then, no later than thirty (30) days after the Adjustment Date, UAG shall pay the Stockholder cash in an amount (the "Adjustment Amount") equal to the Stock Price Deficiency. For purposes of this Agreement, the Adjustment Date shall mean the date on which the Stockholder may sell the UAG Shares in reliance on Rule 144 promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended ("Rule 144"). (Remainder of page intentionally left blank) Subject to the parties' agreement and acknowledgement that certain of the Schedules referred to in this Article 2 are to be delivered by the Company and the Stockholder no later than thirty (30) days from the date hereof, the Company, the Stockholder and Xx. Xxxxx hereby jointly and severally represent and warrant to UAG and Sub as follows:
Stock Price Adjustment. If, on any Adjustment Date, the UAG Market Value as of such Adjustment Date is less than Twenty-Five and 9605/10,000 Dollars ($25.9605) (the amount of any such deficiency as of an Adjustment Date being referred to herein as the "Stock Price Deficiency"), then no later than ten (10) Business Days thereafter and as additional consideration for the stock of the Companies, UAG shall pay to each Stockholder (the "Stock Price Guaranty Payment") an amount equal to the number of the Stockholder's Initial Transition UAG Shares for such Adjustment Date, multiplied by the Stock Price Deficiency as of such Adjustment Date (the "Deficiency Amount"). Each Stock Price Guaranty Payment shall include (but not be increased by) interest at the Applicable Federal Rate in accordance with Section 1274(d) of the Code. UAG may, in the exercise of its sole discretion, make any Stock Price Guaranty Payment in cash, UAG Common Stock having an aggregate UAG Market Value on the Adjustment Date equal to the Deficiency Amount, or a combination of cash or shares of such UAG Common Stock; provided, however, that the aggregate cash paid to the Stockholders in connection with any one of the tax-free reorganizations under this Agreement may not at any time exceed the amount of cash permitted to be received under federal tax law without causing such reorganization to fail to qualify as a tax-free reorganization. Any shares of UAG Common Stock issued in respect of the payment of any Stock Price Guaranty Payment or Secondary Stock Price Guaranty Payment (as defined below) are hereinafter referred to as "Additional Shares".
