Exchange Adjustment Sample Clauses

Exchange Adjustment. (i) The consideration hereunder shall consist of 756,199 validly issued, fully paid and nonassessable, ordinary shares of Parent (“Parent Shares”), subject to adjustment as set forth in this Section 2.01. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) and other than Dissenting Shares (as defined in Section 2.01(d)), each issued and outstanding share of the Series A Preferred Stock, US$0.001 par value (the “Series A Preferred Stock”), of the Series B Preferred Stock, US$0.001 par value (the “Series B Preferred Stock”) and of the Series C Preferred Stock, US$0.001 par value (the “Series C Preferred Stock,” and together with the Series A Preferred Stock and the Series B Preferred Stock, collectively, the “Preferred Stock”) and each issued and outstanding share of the Series D Preferred Stock, US$0.001 par value (the “Series D Preferred Stock”) and of the Series E Preferred Stock, US$0.001 par value (the “Series E Preferred Stock,” and together with the Series D Preferred Stock, collectively, the “Senior Preferred Stock”) shall be converted into Parent Shares in accordance with Article IV, Section D.3. of the Fifth Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and a copy of which has been made available to Parent or its counsel, subject to adjustment in accordance with this Section 2.01(c). The Parent Shares so issued shall be registered and freely tradeable on the Australian Securities Exchange without restriction no later than 45 days following the issuance thereof.
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Exchange Adjustment. (a) On the Closing Date, in addition to the Purchase Price, Purchaser shall deliver to Seller (in the same manner as the Escrow Amount) Six Hundred-Fifteen Thousand Dollars ($615,000.00), which amount shall represent an upward adjustment of the Purchase Price if Seller is unable to structure and complete the disposition of the Assets as an Exchange (the "Exchange Adjustment").
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Exchange Adjustment. (a) Promptly after they become available, (i) UHC shall deliver to GHS and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) DM_US 61222629-16.096210.0011 3 the Audited Unity 2015 Financial Statements, and (ii) GHS shall deliver to UHC and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited GHP/GHM 2015 Financial Statements. Promptly after the RI-RA Payments Report becomes available to the public (but no later than thirty (30) days after such time), the Parties shall cause the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) to deliver to the Parties his or her good faith calculation of Audited Adjusted GHP Capital and Surplus and Audited Adjusted Unity Capital and Surplus, in each case together with supporting information therefore.
Sample 1
Exchange Adjustment. (a) The Subscribing Holders and Pampa agree that 15 (fifteen) calendar days prior to the date specified for any Shareholders Meeting (as defined in Section 4.1) (the “Recalculation Date”) the number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be recalculated using the Exchange Ratio, except that (i) the period used to calculate the AR$ average closing prices of the Edenor Class B shares of common stock and Pampa shares of common stock which will be the 10 (ten) BASE trading days prior to –but including- the Recalculation Date and (ii) amounts in United States dollars will be converted into AR$ using the FX Rate as of the Recalculation Date (the “Recalculation Exchange Ratio”). The number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement after application of any recalculation using the Recalculation Exchange Ratio in accordance with this Section 1.3(a) (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be rounded to the nearest whole share. If the number of Pampa Shares to be issued and delivered as a result of such recalculation is increased or decreased by:
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Exchange Adjustment. (a) As promptly as practicable after the Effective Date, Shareholders shall cause to be prepared and delivered to Bancorp a balance sheet of Xxxxx as of December 31, 2004 (the "Closing Balance Sheet"). Shareholders shall make available to Bancorp all Books and Records and all work papers and computer files used in connection with the preparation of the Closing Balance Sheet. The Closing Balance Sheet delivered pursuant to this Section shall not be binding on Bancorp if Bancorp timely exercises its right to dispute the same pursuant to the procedures set forth herein. If Bancorp does not exercise such right with respect to the Closing Balance Sheet on a timely basis, then Bancorp shall be deemed to have accepted the same as delivered pursuant to this Section.
Sample 1
Exchange Adjustment. (a) Promptly after they become available, (i) UHC shall deliver to GHS and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited Unity 2015 Financial Statements, and (ii) GHS shall deliver to UHC and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited GHP/GHM 2015 Financial Statements. Promptly after the RI-RA Payments Report becomes available to the public (but no later than thirty (30) days after such time), the Parties shall cause the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) to deliver to the Parties his or her good faith calculation of Audited Adjusted GHP Capital and Surplus and Audited Adjusted Unity Capital and Surplus, in each case together with supporting information therefore.
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Exchange Adjustment 
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Related to Exchange Adjustment

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • CPI Adjustment In this Agreement, “CPI-Adjusted” in reference to an amount means that amount is adjusted under the following formula: N  C  (1 CPIn  CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

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