Adjustment Shares. Section 11(a)(ii) Adjusted Number of Shares................................. Section 11(a)(iii) Adjusted Purchase Price................................... Section 11(a)(iii) Affiliate................................................. Section 1(c) Agreement.................................................
Adjustment Shares. Section 11(a)(ii) Affiliate.................................................... Section 1(c) Agreement....................................................
Adjustment Shares. If the Adjustment Price shall fall more than two and a half percent (2.5%) below the Purchase Price in respect of shares of Common Stock purchased by the Investor on any Closing Date, then the Investor shall be issued Adjustment Shares equal to the difference between the number of shares purchased on the last Closing Date and the amount that would have been purchased if the Purchase Price had been the Adjustment Price. The Adjustment Shares shall be promptly issued to Investor within 12 Trading Days of the determination more shares are due the Investor.
Adjustment Shares. At the Closing, the Company shall deliver to the Escrow Agent two stock certificates, each in the name of the Purchaser, one of which shall be for an aggregate of Four Hundred Thousand (400,000) shares of Common Stock, and the second of which shall be for an aggregate of Two Hundred Fifty Thousand (250,000) shares of Common Stock (collectively, the "Adjustment Shares"). The Adjustment Shares shall be released to the Purchaser under the circumstances described in Section 5.3 of this Agreement and in accordance with the terms and conditions of the Escrow Agreement.
Adjustment Shares. Section 1.8 Affiliate Letter..................... Section 5.10 Agreement............................
Adjustment Shares. Section 11(a)(ii) Adjusted Number of Shares. . . . . . . . . . . . . . . Section 11(a)(iii) Adjusted Purchase Price. . . . . . . . . . . . . . . . Section 11(a)(iii) Affiliate. . . . . . . . . . . . . . . . . . . . . . . Section 1(c) Agreement. . . . . . . . . . . . . . . . . . . . . . .
Adjustment Shares. The Stockholder hereby covenants, until the determination of the Final Revised Amount and for a reasonable time thereafter to allow Parent to send the notice specified in (ii) above, to retain possession of and not to transfer to its members or any other party a sufficient number of Merger Shares to comply with this Section 8.6(e). Notwithstanding the foregoing, Parent shall have the right to have all or any portion of the Additional Adjustment Shares distributed to Parent from the Indemnity Escrow Fund.
Adjustment Shares. (i) The following terms used in this Section 1(b), shall have the following meanings:
Adjustment Shares. Based on the Company’s acquisition of 82.3% of the Existing Everest Shares, the shares of Company Class A Common Stock issued to the Option Holders upon conversion of the Option Shares (the “Conversion Shares”) should represent 20.575% of the Fully-Diluted Common Stock of the Company having a minimum Market Value of not less than $16,460,000 and the Transaction Bonus Shares should represent 8% of the number of the Conversion Shares, so that the total number of Conversion Shares and Transaction Bonus Shares to be issued to the Option Holders on and immediately following the Closing Date should represent an aggregate of 22.221% of the Fully-Diluted Common Stock. Since based on the timing of the acquisitions, the above Conversion Shares and Transaction Bonus Shares only represent a total of 19.268% of the Fully-Diluted Common Stock, at Closing the Option Holders shall receive upon conversion of their Option Shares additional shares of Company Class A Common Stock representing 2.953% of the Fully-Diluted Common stock, as adjusted. By multiplying the Closing Fully-Diluted Common Stock by a factor of 1.02953 (100.000% plus an additional 2.953%) results in an additional 1,653,000 shares of Company Class A Common Stock (the “Adjustment Shares”). In addition, the Option Holders are to receive stock option entitling them to purchase additional shares of Company Class A Common Stock representing five (5%) of the Fully-Diluted Common Stock of the Company as at the Closing Date. Accordingly, the Everest Display Stock Option Pool shall be increased by 244,249 shares of Company Class A Common Stock to represent 5.0% of the 55,975,970 shares of Fully Diluted Common Stock.
Adjustment Shares. (a) At any time before the earlier to occur of the Measurement Date or the date of completion of a Qualifying Public Offering, the Evercore Entities may notify the Company of the existence of one or more Company Losses. If, and at such time as the aggregate amount of Company Losses exceeds $1,000,000, the Company will issue to the Evercore Entities a number of shares of Common Stock (the "Adjustment Shares") having an aggregate Fair Market Value (taking into account the dilution caused by the issuance of such shares) equal to a percentage of such Company Losses equal to the percentage of the Evercore Entities' Company Ownership Interest and thereafter will similarly issue Adjustment Shares with respect to any Company Losses notified to the Company by the Evercore Entities.
