Valuation Adjustment. 6.1 The capital increase price of this round of capital increase is determined based on the assets, personnel and business size of the Target Company upon completion of the restructuring of the Target Company as specified in Article 5.1 of the Supplementary Agreement. If there is any change in the restructuring scope of the Target Company prescribed in Article 5.1 of the Supplementary Agreement, Party B shall inform Party A in written form within five working days from the date of change, and Party A shall be entitled to reasonably adjust the investment valuation in principle of good faith based on the assets, personnel and business size of the changed restructuring scope, and adjust the capital increase price accordingly. Adjusted price = price prior to adjustment * operating income of adjusted assets under the combined caliber/operating income of assets prior to adjustment under simulated consolidation scope. Adjustment methods include, without limitation, increasing Party A's shareholding ratio in the Target Company, giving equity or cash compensation to Party B and/or Party C, etc.
6.2 In the case that the change of the restructuring scope of the Target Company results in decrease of over 20% in the operating income under the consolidation scope or is not recognized by Party A, Party A shall be entitled to unilaterally decide to rescind the Capital Increase Agreement, and the Target Company shall return the investment funds actually paid by Party A.
Valuation Adjustment. (a) In the event that, on the fifty-four month anniversary of the date hereof, Cartesian, the Purchaser and their Affiliates have, in the aggregate, but without duplication, realized a Return on Investment of greater than three and one-half times (3.5x) the Purchase Price (the “Threshold Amount”), Cartesian shall pay to the Company pursuant to Section 2.5(b) an amount equal to the sum of: (A) 30% of all cash amounts that have been actually received by Cartesian, the Purchaser and their Affiliates in excess of the Threshold Amount as of such date; and (B) 30% of any Volvo Contingent Payment Amount paid by the Company to the applicable Purchaser following the date on which the Threshold Amount is attained.
(b) Any amounts payable to the Company pursuant to Section 2.5(a) shall be payable by Cartesian, the applicable Purchaser or any of their Affiliates (y) in cash, or (z) by deducting the applicable amount from the then outstanding balance of the Convertible Note as elected by Cartesian in its sole discretion. Cartesian and the Company shall be entitled to attribute the amounts payable to the Company pursuant to Section 2.5(a) to one or more of the Convertible Notes, Purchased Assets, or Contingent Payment Rights in such proportions and amounts as they mutually agree, in writing, prior to the attribution of any such amounts.
(c) Cartesian shall provide the Company with access to information and Cartesian personnel, in each case at the Company’s sole costs and expense, that is reasonably necessary for the Company to confirm the Return on Investment; provided, however, that the foregoing shall not require Cartesian, the Purchaser or any of their respective Affiliates to violate any agreement (whether oral or written), constitutive document or applicable law, in each case as determined solely and in good faith by Cartesian.
(d) Within ten days of the end of each calendar quarter, Cartesian shall provide the Company with notice of any transfer or other cash realization involving the Convertible Notes, Note Shares, Purchased Assets or interest in any subsidiary of a Purchased Asset Affiliate along with the name and contact information of the transferee in order to allow the Company to confirm the current holdings of Cartesian and any Purchaser and calculate the Return on Investment. If no such transfer or realization occurs in any calendar quarter, Cartesian shall not be obligated to provide the Company with the foregoing notice.
Valuation Adjustment. Consistent with GAAP, CNB Bancshares -------------------- agrees that on or before the Effective Time based on a review of the Bank Subsidiary's loan losses, current classified assets and commercial, multi-family and residential mortgage loans and investment portfolio, CNB Bancshares will work with Fifth Third with the goal of establishing collection procedures, internal valuation reviews, credit policies and practices and general valuation allowances which are consistent with the guidelines used within the Fifth Third holding company system, provided that no adjustment to general valuation allowances or reserves shall be made until immediately prior to the Effective Time and all conditions precedent to the obligations of the parties hereto have either been satisfied or waived as confirmed by such parties in writing. Fifth Third shall provide such assistance and direction to CNB Bancshares as is necessary in conforming to such policies, practices, procedures and asset dispositions which are mutually agreeable between the date of this Agreement until the Effective Time.
Valuation Adjustment. (i) If, prior to exercise of the Warrant, the Company has issued, or shall be deemed to have issued, Additional Shares of Common Stock (as hereinafter defined) for a consideration per share less than the Warrant Price or with a per share conversion, exercise or exchange price of less than the Warrant Price (each, a "Triggering Issuance" and such lesser consideration or per share conversion, exercise or exchange price, the "Adjusted Price"), then and in such event, the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be adjusted to a number equal to the original number of shares of Warrant Stock issuable upon exercise of this Warrant multiplied by $2.00 and divided by the Adjusted Price, but in no event shall the denominator be less than $.765 per share, and the Warrant Price shall be reduced to the Adjusted Price, but in no event shall be reduced to less than $.765 per share.
(ii) As used herein, "Additional Shares of Common Stock" shall mean all shares of Common Stock, or any stock options, warrants, convertible securities or other rights to purchase or acquire shares of Common Stock, issued or deemed to be issued by the Company after the date hereof which represent a Triggering Issuance. Notwithstanding the foregoing, no issuance or deemed issuance (A) described in subsections (a), (b) or (c) of this Section 5, (B) of Common Stock or options or warrants to purchase Common Stock issued to officers, directors or employees of or consultants to the Company pursuant to any compensation agreement, plan or arrangement, or the issuance of Common Stock upon the exercise of any such options or warrants, (C) of any equity securities of the Company in connection with a strategic alliance, business partnering arrangement or other commercial business transaction, or (D) of any equity securities of the Company issued to a third party in connection with any financing transaction in which such equity is issued as a "kicker" and is not the primary inducement for the third party to enter into such transaction, shall be deemed the issuance of Additional Shares of Common Stock.
Valuation Adjustment. Xxxxx, Xxxx-Zan, Tien, Ting-Feng and the Company guarantee that the Net Profit of the Company in Financial Year 2008 shall be no less than US$600,000 (the “Target Net Profit”), according to an audited financial statements issued by a Big 4 Accounting Firm, excluding any revenue not arising from the ordinary course of business (the “Occasional Revenue”). The Pre-money Valuation shall be equal to eight (8) times the Target Net Profit, but no more than US$4,800,000. The growth of the Net Profit of the Company on a year-to-year basis in Financial Year 2009, shall be no less than 50 percent, and the Net Profit shall be no less than US$900,000 in Adjustment Period of Financial Year 2009 according to an audited report prepared by a Big 4 Accounting Firm in accordance with USGAAP (the “2009 Target Growth”).
Valuation Adjustment. Consistent with GAAP, Peoples Bank Corporation agrees that on or before the Effective Time based on a review of the Bank Subsidiary's loan losses, current classified assets and commercial, multi-family and residential mortgage loans and investment portfolio, Peoples Bank Corporation will work with Fifth Third with the goal of establishing collection procedures, internal valuation reviews, credit policies and practices and general valuation allowances which are consistent with the guidelines used within the Fifth Third holding company system. Fifth Third shall provide such assistance and direction to Peoples Bank Corporation as is necessary in conforming to such polices, practices, procedures and asset dispositions which are mutually agreeable between the date of this Agreement until the Effective Time.
Valuation Adjustment. Upon expiry of the Lock-up Period, in the event that:
(a) the value of the Consideration Shares calculated based on the volume weighted average closing price of the Shares for a period of forty-five (45) trading days immediately preceding the Lock-up Expiry Date (the “Weighted Consideration Shares Value”) is less than US$308 million, as soon as practicable but in any event no later than ten (10) Business Days after the date on which the Lock-up Period is expired (the “Lock-up Expiry Date”), CMD shall pay the Investor Shareholder in additional CMD New Shares at a valuation equal, on a per Share basis, to the Weighted Consideration Shares Value (the “Further Issuance”), and/or in immediately available funds, the difference between the Weighted Consideration Shares Value and US$308 million, provided that:
(i) CMD shall have the sole and absolute discretion to choose between the payment of either the Further Issuance and/or in immediately available funds;
(ii) each Party shall use its best endeavors to ensure that the Further Issuance, in addition to the Consideration Shares, shall not trigger a general offer requirement pursuant to the Takeovers Code. For the avoidance of doubt, the provision of this Article 6.3(a)(i) does not include any Shares that may be acquired by the Investor Shareholder other than pursuant to this Agreement; and
(iii) CMD shall undertake to ensure that:
(A) the Further Issuance shall not be subject to any CMD Shareholders’ Resolution and in the event that the CMD Shareholders’ Resolution is required for the purpose of consummating the transfer of the Further Issuance, CDM shall take all reasonable steps to obtain such CMD Shareholders’ Resolution as soon as practicable but in any event no later than sixty
Valuation Adjustment. If Purchaser sells any of the Shares and the Closing Price (as defined below) is below $3.80 on the date of the closing of such sale, then Purchaser shall promptly following such sale redeem from Seller, and Seller shall transfer to Purchaser, for no further consideration, a pro rata portion of the Issued Units Seller received under this Agreement equal to (I) (i) 100 percent, less (ii) the ratio determined by dividing the Closing Price on the date of such sale by the Closing Price on the date of this Agreement, and (II) the ratio determined by dividing the number of Shares sold by Purchaser by 1,250,000. In this Section 6, “Closing Price” means the closing price per share of PTX common stock as reported on the Nasdaq Stock Market or a similar national exchange. Exhibit B sets out a sample calculation of the number of Issued Units to be transferred and redeemed pursuant to this Section 6 Such redemption and transfer shall be pursuant to such transfer documents as are reasonably agreed between the parties, provided that such documents shall require Seller to provide customary representations and warranties as concern title to and ownership of the applicable Units, his capacity, execution and delivery of relevant documents, and enforceability of such documents against Seller.
Valuation Adjustment. Considering that CCB Intl’s Capital Increase subscription price is based on the foregoing performance target, in light of the principle of fairness, if the operating performance (to be audited in accordance with PRC accounting standards by a Company-appointed accounting firm acceptable to CCB Intl with securities business qualifications; and such audit results shall govern) achieved by the Company during the aforesaid years fails to meet the operating performance target set by VisionChina Media and Champ Elysee, then VisionChina Media and Champ Elysee shall irrevocably agree on a joint and several basis to make adjustments to the equity purchase price and provide make-up payments to CCB Intl.
2.1 Scenario 1 for Make-Up Payments Calculation If VisionChina Mobile’s audited cumulative 2016 and 2017 after-tax net profits (net of non-recurring gains and losses) is greater than or equal to RXX 00 xxxxxxx xxx xxxxx xxxx XXX 120 million (excluded), then the make-up payments shall be effected as follows:
Valuation Adjustment
