Common use of Share Adjustment Clause in Contracts

Share Adjustment. (a) If prior to the Adjustment Termination Date, other than with respect to any Strategic Partner Equity, Merhav sells or the Company issues Shares (or Share Equivalents entitling any Person to acquire Shares) at a price per Share less than the Per Share Purchase Price (if the holder of the Shares or Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such sale or issuance, be entitled to receive Shares at a price less than the Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Price), then, the Per Share Purchase Price shall be reduced to equal such lower price, and (i) if the adjustment occurs prior to the Closing Date, Ampal shall receive on the Closing Date such number of Shares equal to the Purchase Price divided by the Per Share Purchase Price as herein adjusted (the “Adjusted Share Amount”) and (ii) if such adjustment occurs after the Closing Date but prior to the Adjustment Termination Date, Merhav shall cause the Company to issue additional Shares to Ampal so that such Shares, together with the Shares Ampal received on the Closing Date, equal the Adjusted Share Amount. Such adjustment shall be made whenever such Share or Share Equivalents are issued or sold. Merhav shall notify Ampal in writing, no later than the 10 days prior to the issuance or sale of such Shares or Share Equivalents, subject to this Section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (b) Notwithstanding the forgoing, Merhav may cause the issuance of additional Shares in the Company up to a maximum of 5% of the issued and outstanding Shares (after giving effect to any such issuances), provided that all holders of equity interests in the Company will be diluted pro rata with Ampal in connection with any such issuances.

Share Adjustment. Promptly following the Share Adjustment Date (a) If prior as hereinafter defined), the number of shares deliverable as part of the Purchase Price (including the shares delivered to the Adjustment Termination DateBroker, but excluding any other than shares that have previously been transferred by the Shareholders) shall be re-calculated to be the number of shares of IHS Stock that would have been delivered in lieu of such retained shares had the Recalculated Value (as defined below) been used on the date hereof in lieu of the Trade Price with respect to any Strategic Partner Equity, Merhav sells or the Company issues Shares (or Share Equivalents entitling any Person to acquire Shares) at a price per Share less than the Per Share Purchase Price (if the holder portion of the Shares or Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such sale or issuance, be entitled to receive Shares at a price less than the Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Price), then, the Per Share Purchase Price shall be reduced to equal such lower price, and (i) if the adjustment occurs prior to the Closing Date, Ampal shall receive on the Closing Date such number of Shares equal to the Purchase Price divided represented by such retained shares. For purposes hereof, the Per "RECALCULATED VALUE" shall mean the average closing NYSE price for IHS Stock for the 5-trading day period ending on the Share Purchase Price Adjustment Date (as herein adjusted defined below). If the number of shares as re-calculated under this subparagraph (c) (the “Adjusted "ADJUSTED SHARE COUNT") exceeds the Execution Date Share Amount”) and (ii) if such adjustment occurs after the Closing Date but prior Count, IHS promptly shall deliver over to the Adjustment Termination DateShareholders, Merhav and the Broker an additional number of shares of IHS Stock as shall cause be equal to such excess, and such additional shares shall be included in the Company to issue additional Shares to Ampal so that such Shares, together with aforementioned registration statement by means of a pre-effective amendment thereto. If the Shares Ampal received on the Closing Date, equal Execution Date Share Count exceeds the Adjusted Share Amount. Such adjustment Count, the Shareholders, and the Broker promptly will return to the Buyer that number of shares of IHS Stock as shall be made whenever equal to such excess; provided, however, that the Adjusted Share or Count may not exceed twice the Execution Date Share Equivalents are issued or soldCount; and provided further, that the Adjusted Share Count shall not be less than one-half the Execution Date share Count. Merhav For purposes hereof, "SHARE ADJUSTMENT DATE" shall notify Ampal in writing, no later than mean the 10 date which is two trading days prior to before the issuance or sale of such Shares or Share Equivalents, subject to this Section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsRegistration Date. (b) Notwithstanding the forgoing, Merhav may cause the issuance of additional Shares in the Company up to a maximum of 5% of the issued and outstanding Shares (after giving effect to any such issuances), provided that all holders of equity interests in the Company will be diluted pro rata with Ampal in connection with any such issuances.

Share Adjustment. Promptly following the Share Adjustment Date (a) If prior to as hereinafter defined), the Adjustment Termination Date, other than with respect to any Strategic Partner Equity, Merhav sells or the Company issues Shares (or Share Equivalents entitling any Person to acquire Shares) at a price per Share less than the Per Share Purchase Price (if the holder number of shares deliverable as part of the Shares or Share Equivalents so issued shall at Merger Consideration (and that have not previously been transferred by any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such sale or issuance, be entitled to receive Shares at a price less than the Per Share Purchase Price, such issuance Shareholder) shall be deemed to have occurred re-calculated based upon the average closing NYSE price for less than IHS Shares for the Per Share Price), then, 20-trading day period immediately preceding the Per Share Purchase Price shall be reduced to equal such lower price, and (i) if the adjustment occurs prior to the Closing Date, Ampal shall receive on first anniversary of the Closing Date such number of Shares equal to the Purchase Price divided by the Per Share Purchase Price as herein adjusted (the “Adjusted Share Amount”) and (ii) if such adjustment occurs after the Closing Date but prior to the Adjustment Termination Date"RECALCULATED VALUE"), Merhav shall cause the Company to issue additional Shares to Ampal so provided that such Shares, together with the Shares Ampal received on the Closing Date, equal the Adjusted Share Amount. Such adjustment shall be made whenever only if the result shall be an increase in the number of shares issuable to the Shareholders. If the number of shares as re-calculated under this subsection (c) (the "ADJUSTED SHARE COUNT") exceeds the Closing Date Share Count, IHS promptly shall deliver over to the Group's Representative an additional number of IHS Shares as shall have a value equal to the amount of such excess (using the Recalculated Value for determining the number of such IHS Shares to be delivered), and such additional shares shall be included in the aforementioned registration statement by means of a post-effective amendment thereto. In lieu of delivering additional shares as aforesaid, IHS may, in its sole discretion, elect to deliver cash to the Group's Representative (for distribution to the Shareholders) in the amount of such excess. If the Closing Date Share or Count exceeds the Adjusted Share Equivalents are issued or sold. Merhav shall notify Ampal in writingCount, no later than adjustment shall be made. For purposes hereof, "SHARE ADJUSTMENT DATE" shall mean the 10 days prior earlier to occur of: (x) the issuance or sale of such Shares or Share Equivalents, subject to this Section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (b) Notwithstanding the forgoing, Merhav may cause the issuance of additional Shares in the Company up to a maximum of 5% first anniversary of the Closing Date; or (y) the day preceding the date, if any, on which all issued and outstanding Shares (after giving effect shares of IHS Stock are to be split, reverse split, exchanged, converted or otherwise recharacterized pursuant to any such issuances)plan of merger, provided that all holders of equity interests in the Company will be diluted pro rata with Ampal in connection with any such issuancesconsolidation, reorganization or other corporate restructuring.