Valuation Adjustment. 6.1 The capital increase price of this round of capital increase is determined based on the assets, personnel and business size of the Target Company upon completion of the restructuring of the Target Company as specified in Article 5.1 of the Supplementary Agreement. If there is any change in the restructuring scope of the Target Company prescribed in Article 5.1 of the Supplementary Agreement, Party B shall inform Party A in written form within five working days from the date of change, and Party A shall be entitled to reasonably adjust the investment valuation in principle of good faith based on the assets, personnel and business size of the changed restructuring scope, and adjust the capital increase price accordingly. Adjusted price = price prior to adjustment * operating income of adjusted assets under the combined caliber/operating income of assets prior to adjustment under simulated consolidation scope. Adjustment methods include, without limitation, increasing Party A's shareholding ratio in the Target Company, giving equity or cash compensation to Party B and/or Party C, etc.
Valuation Adjustment. Consistent with GAAP, CNB Bancshares -------------------- agrees that on or before the Effective Time based on a review of the Bank Subsidiary's loan losses, current classified assets and commercial, multi-family and residential mortgage loans and investment portfolio, CNB Bancshares will work with Fifth Third with the goal of establishing collection procedures, internal valuation reviews, credit policies and practices and general valuation allowances which are consistent with the guidelines used within the Fifth Third holding company system, provided that no adjustment to general valuation allowances or reserves shall be made until immediately prior to the Effective Time and all conditions precedent to the obligations of the parties hereto have either been satisfied or waived as confirmed by such parties in writing. Fifth Third shall provide such assistance and direction to CNB Bancshares as is necessary in conforming to such policies, practices, procedures and asset dispositions which are mutually agreeable between the date of this Agreement until the Effective Time.
Valuation Adjustment. (i) If, prior to exercise of the Warrant, the Company has issued, or shall be deemed to have issued, Additional Shares of Common Stock (as hereinafter defined) for a consideration per share less than the Warrant Price or with a per share conversion, exercise or exchange price of less than the Warrant Price (each, a "Triggering Issuance" and such lesser consideration or per share conversion, exercise or exchange price, the "Adjusted Price"), then and in such event, the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be adjusted to a number equal to the original number of shares of Warrant Stock issuable upon exercise of this Warrant multiplied by $2.00 and divided by the Adjusted Price, but in no event shall the denominator be less than $.765 per share, and the Warrant Price shall be reduced to the Adjusted Price, but in no event shall be reduced to less than $.765 per share.
Valuation Adjustment. (a) In the event that, on the fifty-four month anniversary of the date hereof, Cartesian, the Purchaser and their Affiliates have, in the aggregate, but without duplication, realized a Return on Investment of greater than three and one-half times (3.5x) the Purchase Price (the “Threshold Amount”), Cartesian shall pay to the Company pursuant to Section 2.5(b) an amount equal to the sum of: (A) 30% of all cash amounts that have been actually received by Cartesian, the Purchaser and their Affiliates in excess of the Threshold Amount as of such date; and (B) 30% of any [Redacted: relates to the identification of a third party in violation of confidentiality provisions or is otherwise seriously prejudicial to the interests of the issuer] Contingent Payment Amount paid by the Company to the applicable Purchaser following the date on which the Threshold Amount is attained.
Valuation Adjustment. Considering that CCB Intl’s Capital Increase subscription price is based on the foregoing performance target, in light of the principle of fairness, if the operating performance (to be audited in accordance with PRC accounting standards by a Company-appointed accounting firm acceptable to CCB Intl with securities business qualifications; and such audit results shall govern) achieved by the Company during the aforesaid years fails to meet the operating performance target set by VisionChina Media and Champ Elysee, then VisionChina Media and Champ Elysee shall irrevocably agree on a joint and several basis to make adjustments to the equity purchase price and provide make-up payments to CCB Intl.
Valuation Adjustment. Consistent with GAAP, Peoples Bank Corporation agrees that on or before the Effective Time based on a review of the Bank Subsidiary's loan losses, current classified assets and commercial, multi-family and residential mortgage loans and investment portfolio, Peoples Bank Corporation will work with Fifth Third with the goal of establishing collection procedures, internal valuation reviews, credit policies and practices and general valuation allowances which are consistent with the guidelines used within the Fifth Third holding company system. Fifth Third shall provide such assistance and direction to Peoples Bank Corporation as is necessary in conforming to such polices, practices, procedures and asset dispositions which are mutually agreeable between the date of this Agreement until the Effective Time.
Valuation Adjustment. If Purchaser sells any of the Shares and the Closing Price (as defined below) is below $3.80 on the date of the closing of such sale, then Purchaser shall promptly following such sale redeem from Seller, and Seller shall transfer to Purchaser, for no further consideration, a pro rata portion of the Issued Units Seller received under this Agreement equal to (I) (i) 100 percent, less (ii) the ratio determined by dividing the Closing Price on the date of such sale by the Closing Price on the date of this Agreement, and (II) the ratio determined by dividing the number of Shares sold by Purchaser by 1,250,000. In this Section 6, “Closing Price” means the closing price per share of PTX common stock as reported on the Nasdaq Stock Market or a similar national exchange. Exhibit B sets out a sample calculation of the number of Issued Units to be transferred and redeemed pursuant to this Section 6 Such redemption and transfer shall be pursuant to such transfer documents as are reasonably agreed between the parties, provided that such documents shall require Seller to provide customary representations and warranties as concern title to and ownership of the applicable Units, his capacity, execution and delivery of relevant documents, and enforceability of such documents against Seller.
Valuation Adjustment. (a) In the event that, on the fifty-four month anniversary of the date hereof, Cartesian, the Purchaser and their Affiliates have, in the aggregate, but without duplication, realized a Return on Investment of greater than three and one-half times (3.5x) the Purchase Price (the “Threshold Amount”), Cartesian shall pay to the Company pursuant to Section 2.5(b) an amount equal to the sum of: (A) 30% of all cash amounts that have been actually received by Cartesian, the Purchaser and their Affiliates in excess of the Threshold Amount as of such date; and (B) 30% of any Volvo Contingent Payment Amount paid by the Company to the applicable Purchaser following the date on which the Threshold Amount is attained.
Valuation Adjustment. 2.9 Xxxxx, Xxxx-Zan, Tien, Ting-Feng and the Company guarantee that the Net Profit of the Company in Financial Year 2008 shall be no less than US$600,000 (the “Target Net Profit”), according to an audited financial statements issued by a Big 4 Accounting Firm, excluding any revenue not arising from the ordinary course of business (the “Occasional Revenue”). The Pre-money Valuation shall be equal to eight (8) times the Target Net Profit, but no more than US$4,800,000. The growth of the Net Profit of the Company on a year-to-year basis in Financial Year 2009, shall be no less than 50 percent, and the Net Profit shall be no less than US$900,000 in Adjustment Period of Financial Year 2009 according to an audited report prepared by a Big 4 Accounting Firm in accordance with USGAAP (the “2009 Target Growth”).
