Adjustment to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, consolidation, stock dividend (including any dividend or distribution of securities convertible into US Gold Shares or Minera Andes Shares), merger, reorganization, recapitalization or other like change with respect to US Gold Shares or Minera Andes Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.
Adjustment to Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Pembina Common Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding Pembina Common Shares, then the Exchange Ratio to be paid per KML Restricted Voting Share and each Class B Unit shall be appropriately adjusted to provide to holders of KML Restricted Voting Shares and holders of Class B Units 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 Exchange Ratio.
Adjustment to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock having a record date on or after the date hereof and prior to the Effective Time of the Company Merger; provided, however, no adjustment shall be made hereunder to the Exchange Ratio with respect to the distribution of the shares of common stock owned by Parent of Source to the stockholders of Parent (the “Source Distribution”).
Adjustment to Exchange Ratio. In the event that Xxxxxxx'x consolidated shareholders' equity (as determined below) is less than $21,000,000, there shall be an adjustment to the Exchange Ratio. In such event, the Exchange Ratio shall be adjusted by multiplying it by a fraction the numerator of which is Xxxxxxx'x consolidated shareholders' equity (as determined below) and the denominator of which is $21,000,000. The determination of Xxxxxxx'x consolidated shareholders' equity, as adjusted, shall be based on Xxxxxxx'x consolidated balance sheet prepared in accordance with GAAP dated as of the end of the month immediately preceding the Effective Time, including (i) all normal and recurring adjustments necessary in accordance with GAAP; (ii) all adjustments necessary to record obligations with respect to benefit obligations of Xxxxxxx or any of its subsidiaries under its employment agreements, deferred compensation agreements, directors' retirement plan, severance plan, and retention bonus plan assuming a change in control triggering event; (iii) all adjustments necessary to record estimated obligations payable by Xxxxxxx or any of its subsidiaries upon the termination of its defined benefit pension plan; and (iv) all accruals and liabilities for fees and expenses of consultants, attorneys, accountants and the like in connection with the Merger and the due diligence conducted by Xxxxxxx in regard to the Merger other than (x) the fees to be paid to Trident , (y) the direct costs associated with printing and mailing of the Proxy Statement, and (z) any costs, fees and expenses reasonably and directly incurred by Xxxxxxx and Bank in connection with any charter conversion by Bank.
Adjustment to Exchange Ratio. The Exchange Ratio shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or Parent Common Stock outstanding after the date hereof and prior to the Merger Effective Time so as to provide the holders of Company Common Stock with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Exchange Ratio.
Adjustment to Exchange Ratio. The Exchange Ratio shall be subject to adjustment as follows:
Adjustment to Exchange Ratio. If the aggregate amount of First Xxxxxxx Delinquent Loans as of the last business day of the month prior to the Closing Date is less than or equal to $35 million or greater than $55 million, the Exchange Ratio shall adjust in the manner set forth in Exhibit D (which Exchange Ratio as adjusted in accordance with Exhibit D shall become the “Exchange Ratio” for purposes of this Agreement).
Adjustment to Exchange Ratio. (i) If (x) the Company Book Value Per Share on the Determination Date is equal to or greater than $21.86, and (y) the Parent Book Value Per Share is equal to or greater than $16.63, the Base Ratio shall not be adjusted, subject to Section 3.1(d), and shall be the Exchange Ratio.
Adjustment to Exchange Ratio. If the Average Market Value of Parent Shares is $2.82 or greater, then the Exchange Ratio (prior to any adjustment pursuant to Section 4.1(f), if applicable) shall be adjusted to an amount equal to $3.653 divided by the Average Market Value of Parent Shares. If the Average Market Value of Parent Shares is $2.39 or less, then the Exchange Ratio (prior to any adjustment pursuant to Section 4.1(f), if applicable) shall be adjusted to an amount equal to $3.12 divided by the greater of (x) the Average Market Value of Parent Shares or (y) $1.00. If the number of Parent Shares to be issued in the Merger pursuant to the adjustment set forth in the foregoing sentence exceeds 28,546,506 Parent Shares (prior to any adjustment pursuant to Section 4.1(f), if applicable), then Parent may elect to pay cash in lieu of all or any portion of the Parent Shares otherwise issuable to Company shareholders in the Merger in excess of 28,546,506 Parent Shares (as adjusted pursuant to Section 4.1(f), if applicable), in an amount per share equal to the Average Market Value of Parent Shares (the "Cash Adjustment Payment"), provided that such election is made prior to the date on which the Proxy Statement with respect to the Company Shareholders Meeting is first mailed to the Company's shareholders, or on a later date so long as the timing of such election shall not cause the Closing Date contemplated in the Proxy Statement with respect to the Company Shareholders Meeting to be delayed.
Adjustment to Exchange Ratio. If the aggregate amount of HNC Delinquent Loans as of the month end prior to the Closing Date is $237,500,000 or greater, the Exchange Ratio shall adjust in the manner set forth in Exhibit C (which Exchange Ratio as adjusted in accordance with Exhibit C shall become the “Exchange Ratio” for purposes of this Agreement). Provided further, that if the Closing Date is subsequent to March 31, 2010, the aggregate amount of HNC Delinquent Loans shall be calculated as of February 28, 2010 for purposes of any adjustment in the Exchange Ratio.
