Common use of Per Share Price; Adjustments Clause in Contracts

Per Share Price; Adjustments. It is the mutual intention of the Parties hereto that the per share purchase price of each of the Class A Common Shares shall be $2.25 per share (the “Per Share Price”). Such number of Class A Common Shares and the Per Share Price shall be subject to equitable adjustment in the event of any stock splits or recapitalizations by the Company prior to the Closing Date that have been approved by the Purchaser. In addition, except for the Convertible Debentures permitted to be issued by the Company prior to the Closing Date in accordance with Section 3.8 and Section 4.14 below, in the event that the Company shall, on any one or more occasion, commencing from and after the date of this Agreement and ending on a date which shall be the effective time of the Merger, issue or sell for cash any of its Class A Common Shares or other securities convertible into or exercisable for Class A Common Shares at a price per share that shall be less than $2.25, the Per Share Price paid and payable by Purchaser shall be reduced to such lower price, and the number of Class A Common Shares issued and issuable to the Purchaser shall be correspondingly increased. Notwithstanding the foregoing, the provisions of this Section 2.1.4 shall not be applicable to, or subject to adjustment by, either the transactions contemplated by the Merger Agreement or the exercise of warrants outstanding as at the date of this Agreement entitling the holders to purchase ordinary shares of the Purchaser

Appears in 2 contracts

Samples: Stock Purchase Agreement (Asia Special Situation Acquisition Corp), Stock Purchase Agreement (China Tel Group Inc)

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Per Share Price; Adjustments. It is the mutual intention of the Parties hereto that the per share purchase price of each of the Class A Common Shares shall be $2.25 per share (the “Per Share Price”). Such number of Class A Common Shares and the Per Share Price shall be subject to equitable adjustment in the event of any stock splits or recapitalizations by the Company prior to the Closing Date that have been approved by the Purchaser. In addition, except for the Convertible Debentures permitted to be issued by the Company prior to the Closing Date in accordance with Section 3.8 and Section 4.14 below, in the event that the Company shall, on any one or more occasion, commencing from and after the date of this Agreement and ending on a date which shall be the effective time date of expiration of the Merger“Post-Closing Option Period” (as that term is defined in Section 2.1.6 below), issue or sell for cash any of its Class A Common Shares or other securities convertible into or exercisable for Class A Common Shares at a price per share that shall be less than $2.25, the Per Share Price paid and payable by Purchaser shall be reduced to such lower price, and the number of Class A Common Shares issued and issuable to the Purchaser shall be correspondingly increased. Notwithstanding the foregoing, the provisions of this Section 2.1.4 shall not be applicable to, or subject to adjustment by, either the transactions contemplated by the Merger Agreement or the exercise of warrants outstanding as at the date of this Agreement entitling the holders to purchase ordinary shares of the Purchaser.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Asia Special Situation Acquisition Corp), Stock Purchase Agreement (China Tel Group Inc)

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