Adjustment of Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Choom Shares shall have changed into a different number of shares or a different class by reason of any split, consolidation, dividend, reclassification, redenomination or the like, provided any such action is permitted by Section 4.2(2)(b), then the Consideration to be paid per Phivida Share shall be appropriately adjusted to provide to Phivida Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Phivida Share, subject to further adjustment in accordance with this Section 2.10.
Adjustment of Consideration. In the event that, subsequent to the date of this Plan but prior to the Effective Time, the shares of PNC Common Stock issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the capitalization of PNC, increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment shall be made to the Per Share Cash Consideration and the Per Share Stock Consideration.
Adjustment of Consideration. Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Subordinate Voting Shares or Restricted Voting Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Subordinate Voting Shares or Restricted Voting Shares or similar event, then the Consideration to be paid per Common Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Share Consideration to be paid per Common Share.
Adjustment of Consideration. If the amount of GST recovered by the supplying party from the receiving party differs from the amount of GST payable at law by the supplying party (or an entity grouped with the supplying party for GST purposes) in respect of the supply, the amount of the difference must be paid by, or refunded to the receiving party, as the case may be.
Adjustment of Consideration. If, on or after the date of this Agreement and prior to the Effective Time:
Adjustment of Consideration. In the event that Exell's tangible assets net of liabilities ("Net Assets") as shown on the Closing Balance Sheet, as finally prepared and binding upon the parties in accordance with Sections 1.3(a) and (b) is less than $2,750,000, then Buyer shall have the right to give notice thereof to the Shareholders, whereupon the Shareholders shall have 10 days to refund to Buyer a cash amount equal to the amount by which $2,750,000 exceeds the amount of the Net Assets as shown on the Closing Balance Sheet. In order to secure the Shareholders' obligations under this Section 1.3, at Closing Buyer shall withhold $200,000 of the Consideration. In the event of a post-closing adjustment hereunder, the Shareholders may elect to have any amount owed to Buyer applied from such withholding by written notice to Buyer. Any balance remaining of the withheld amount shall be immediately paid over to the Shareholders upon final resolution of the post-closing adjustment, together with interest on the balance at a rate of 10% per annum. The withholding described herein is not the exclusive remedy or security of Buyer with respect to satisfaction by the Shareholders of the post-closing adjustment; the Shareholders agree that they
Adjustment of Consideration. ...... The denominator of which is the amount of audited net profits for the preceding year, provided that the amount of “C” multiplied by “D” in Sections 2.2(a)(ii), 2.2(a)(iii) and 2.2(b)(iii) above shall not exceed 18. If Dianguang’s audited net profits for year 2010 and 2009 divided by Dianguang’s audited net profits for the previous year exceeds 1.4, then the amount of “C” multiplied by “D” in Sections 2.2(a)(iii) and 2.2(b)(iii) shall not exceed 19.
Adjustment of Consideration. The parties (and their successors and permitted assigns) shall treat any payment made under this Agreement by the Existing Shareholders to the AerCap Entities as an adjustment to the Consideration payable pursuant to clause 2, which shall be allocable consistently with the Consideration Allocation, the Asset Allocation Schedule (if applicable), and any applicable Section 338 Allocation Schedules(s) as such are finally determined in accordance with clause 16.1, and shall use reasonable best efforts to structure the satisfaction of any payment obligation hereunder so as to minimize the amount of Tax that may be required to be deducted or withheld therefrom or charged thereon.