Adjustment to Consideration. (a) Within 45 days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative an unaudited balance sheet of the Surviving Corporation as of the Closing Date (the “Adjusted Balance Sheet”). The Adjusted Balance Sheet will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials. In the event that, pursuant to the terms of this Section 7.6(a), it is determined that the amount equal to (i) the absolute value of the Company’s total current assets (as defined by and as determined in accordance with GAAP but excluding cash and cash equivalents) at the Closing Date as reflected on the Adjusted Balance Sheet minus (ii) the absolute value of the Company’s total current liabilities (as defined by and as determined in accordance with GAAP but excluding deferred revenue and the amount of any indebtedness for borrowed money) at the Closing Date as reflected on the Adjusted Balance Sheet (collectively, the “Net Assets at Closing”) plus (iii) the Balance Sheet Adjustment Amount is a number less than the Balance Sheet Target, then an amount equal to such difference (“Excess Liabilities”) shall be paid to Parent out of the Escrow Fund in accordance with the terms of Section 7.4(e) hereof. For purposes of this calculation, Third Party Expenses shall not be considered as part of the total current liabilities. Following delivery by Parent to the Stockholder Representative of the Adjusted Balance Sheet, Parent shall give the Stockholder Representative reasonable access during Parent’s regular California business hours to those books and records of the Surviving Corporation in the possession or control of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheet for purposes of resolving any disputes concerning the Adjusted Balance Sheet and the calculation of Net Assets at Closing.
Adjustment to Consideration. If, on or after the date of the Agreement, the Corporation sets a record date for any dividend or other distribution on the Corporation Shares that is prior to the Effective Time or the Corporation pays any dividend or other distribution on the Corporation Shares prior to the Effective Time: (i) to the extent that the amount of such dividends or distributions per Corporation Share does not exceed the Consideration or Holdco Share Consideration, as applicable, the Consideration or Holdco Share Consideration, as applicable, shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Corporation Share exceeds the Consideration or Holdco Share Consideration, as applicable, such excess amount shall be placed in escrow for the account of the Purchaser or another person designated by the Purchaser.
Adjustment to Consideration. (1) If, on or after the date of this Agreement, the Company sets a record date for any dividend or other distribution on the Shares that is prior to the Effective Date, then: (i) to the extent that the amount of such dividends or distributions per Share does not exceed the Consideration, the Consideration shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Share exceeds the Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company declares, sets aside or pays any dividend or other distribution payable in cash, securities, property or otherwise with respect to the Common Shares, or sets a record date therefor that is prior to the Effective Date, then the Consideration shall be adjusted to reflect each such dividend or other distribution by way of a reduction in the Consideration by an amount equal to the amount of such dividend or distribution per Common Share.
Adjustment to Consideration. Any payments made pursuant to this Article VIII shall be treated as an adjustment to the consideration payable under this Agreement for all Tax purposes.
Adjustment to Consideration. Any indemnification received under this Article 9 shall be treated by Purchaser and the Seller and their respective Affiliates, to the extent permitted by applicable Law, as an adjustment to the consideration received by the Seller.
Adjustment to Consideration. Any payments made pursuant to Clause 2.1 shall so far as possible be treated as an adjustment to the consideration paid by the Purchaser for the Sale Shares.
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Company Shares (other than the Permitted Dividend) that is prior to the Effective Date, then the Consideration shall be reduced by the amount of such dividends or distributions.
Adjustment to Consideration. If, after the date of this Agreement and prior to the Effective Time, the Buyer changes the number of Buyer Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization, subdivision or similar transaction, the Consideration shall be equitably adjusted to eliminate the effects of such event on the Consideration.
Adjustment to Consideration. Notwithstanding anything to the contrary contained in this Plan of Arrangement, if between the date of the Arrangement Agreement and the Effective Time, the issued and outstanding MPX Shares or the issued and outstanding iAnthus Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, dividend of iAnthus or MPX Shares, reclassification, redenomination or the like, then the Consideration and any other dependent items, including the Exchange Ratio, shall be appropriately adjusted to provide to MPX and iAnthus and their respective shareholders the same economic effect as contemplated by the Arrangement Agreement and this Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per MPX Share, the Exchange Ratio or other dependent item, subject to further adjustment in accordance with this sentence.
