Adjustment of Merger Consideration. If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.
Adjustment of Merger Consideration. (a) Subject to Sections 4(b) to 4(i) (inclusive) and Section 5, from time to time following the Effective Time, US Holdco may withdraw from the Account, amounts equal to 60% of the first $300,000,000 of Losses incurred after the time that Losses and Ancillary Expenses exceed $700,000,000 (calculated on a pre-tax basis), but in no event more than $180,000,000 (the "Total Amount").
(b) The Principal Stockholder will not have any liability with respect to the Princeton Note Matter under this Agreement or otherwise in excess of the Total Amount and any obligation of the Principal Stockholder under this Agreement shall be satisfied solely out of the Account.
(c) Except as otherwise specifically provided in this Agreement and Section 15 of the Stockholders Agreement, HSBC and US Holdco each acknowledges that it and its Subsidiaries, and to the full extent that HSBC or US Holdco has the legal authority to do so, their respective officers, directors, employees, stockholders (in their capacity as such) and representatives will have no remedy against any Principal Stockholder Entity with respect to any and all Losses arising directly or indirectly out of or relating to the Princeton Note Matter. In furtherance of the foregoing, HSBC and US Holdco each agrees, on behalf of itself and its Subsidiaries, and to the full extent that either has the legal authority to do so, their respective officers, directors, employees, stockholders (in their capacity as such) and representatives, to waive any and all rights, claims and causes of action they may have against any Principal Stockholder Entity, arising out of or relating directly or indirectly to the Princeton Note Matter. Except in the case of any Principal Stockholder Entity nothing herein is intended to waive any rights the Company, US Holdco or HSBC (or any of their respective Subsidiaries) may have against any other Person or any such Person in any other capacity.
(d) The final amount of the adjustment to the Merger Consideration resulting from any Loss and US Holdco's right to withdraw from the Principal Stockholder's Account provided under this Section 4 shall be (i) increased to take account of any net tax cost incurred by the Taxpayer arising from the receipt of payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit actually realized by the Taxpayer arising from the incurrence or payment of any such Loss. In computing the amount of any such tax cost or tax benefit...
Adjustment of Merger Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Merger Consideration and any other dependent items shall be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent item, subject to further adjustment in accordance with this sentence.
Adjustment of Merger Consideration. (a) Within 30 days following the Closing Date, the Litho Stockholders shall cause to be prepared and delivered to Acquisition Corp.
(i) an unaudited combining balance sheet of the Litho Companies dated as of the Closing Date (the "Preliminary Closing Balance Sheet"), including a statement of income for the period beginning December 31, 1996 and ending on the Closing Date, which shall be prepared in accordance with Generally Accepted Accounting Principles consistently applied, except that it shall omit, cash flows, retained earnings and all footnotes, and which shall include the Net Book Value of the Litho Companies as of the Closing Date (the "Estimated Net Book Value") and (ii) a schedule (the "Financial Schedule") setting forth any proposed adjustment to the Merger Consideration based upon the difference between the Interim Net Book Value and the Estimated Net Book Value; provided, however, that accounts receivable may subsequently be valued in the manner described in Section 2.7(d)(ii) hereof. Acquisition Corp. shall provide the Litho Stockholders, and any representative of the Litho Stockholders, full access to the books and records of the Litho Companies for purposes of preparing the Preliminary Closing Balance Sheet and the Financial Schedule. All outside services utilized to create the Preliminary Closing Balance Sheet and the Financial Schedule shall be at the sole cost and expense of the Litho Stockholders.
(b) Upon receipt of the Preliminary Closing Balance Sheet and Financial Schedule, Graphic shall, at its expense, cause its certified public accountants, Kanes Benator & Company L.L.C., to conduct an audit of the Preliminary Closing Balance Sheet of the Litho Companies (the "Closing Audit") and prepare an audited closing balance sheet (the "Audited Balance Sheet") reflecting the audited Net Book Value as of the Closing Date (the "Audited Net Book Value") and setting forth any proposed adjustment in the Merger Consideration based on the difference between the Audited Net Book Value and the Interim Net Book Value. The Closing Audit shall be completed within sixty (60) days following receipt by Graphic of the Preliminary Closing Balance Sheet and Financial Schedule, and shall be conducted in accordance with Generally Accepted Auditing Standards as promulgated by the American Institute of Certified Public Accountants and the Audited Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and...
Adjustment of Merger Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding shares of Company Common Stock shall have been changed into a different number of shares of Company Common Stock or a different class of capital stock of the Company by reason of any stock split, reverse stock split, stock dividend, distribution, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares of Company Common Stock or other similar transaction, the Merger Consideration and any other dependent items shall be appropriately adjusted to provide to the holders of shares of Company Common Stock, in the aggregate, the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent item, subject to further adjustment in accordance with this sentence.
Adjustment of Merger Consideration. The parties understand and agree that the per-share Merger Consideration has been calculated based upon the accuracy of the representation and warranty set forth in Section 4.3 and that, in the event the number of outstanding Company shares or Company shares issuable upon the conversion of securities or the exercise of options or other agreements exceeds the amounts specifically set forth in Section 4.3 (including as a result of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or stock equivalent of the Company, recapitalization, or other like change occurring after the date of this Agreement), the per-share Merger Consideration shall be appropriately adjusted downward. The provisions of this Section 3.4 shall not, however, affect the representation and warranty set forth in Section 4.3.
Adjustment of Merger Consideration. If, after the date of this Agreement, but prior to the Effective Time, the shares of Acquiror Common Stock issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the capitalization of Acquiror (regardless of the method of effectuation of any of the foregoing, including by way of a merger or otherwise), increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then the applicable Merger Consideration shall be appropriately adjusted to provide the holders of Company Stock the same economic effect as contemplated by this Agreement prior to such event.
Adjustment of Merger Consideration. In the event of any reclassification, stock split, stock dividend or other general distribution of securities, cash or other property with respect to Common Stock (or if a record date with respect to any of the foregoing should occur) on or after the date of this Agreement and on or prior to the date of the Effective Time, appropriate and equitable adjustments, if any, shall be made to the calculation of the Merger Consideration and all references herein shall be deemed to be to the Merger Consideration as so adjusted.
Adjustment of Merger Consideration. In the event that pursuant to a transaction announced after the date hereof and becoming effective prior to the Effective Time (i) any distribution is made in respect of Parent Common Stock other than a regular quarterly cash dividend or (ii) any stock dividend, stock split, reclassification, recapitalization, combination or mandatory exchange of shares occurs with respect to, or rights (other than non-mandatory offers to exchange) are issued in respect of, Parent Common Stock, then, the Per Share Stock Amount shall be adjusted accordingly. In the event of a dividend or distribution to all holders of Parent Common Stock of any class of capital stock of Parent or any Subsidiary of Parent ("Adjustment Shares"), the record date for which is prior to the Effective Time (it is agreed that the appropriate adjustment, in addition to the right to receive the Per Share Stock Amount prior to such adjustment, shall be either, at Parent's option (provided that Parent shall use reasonable efforts to be able to elect (A) before electing (B)), (A) the right to receive, at the Effective Time, the number of Adjustment Shares that such recipient would have received in respect of the Per Share Stock Amount had such recipient owned the Per Share Stock Amount in Parent Common Stock as of the date of this Agreement and held such through the Effective Time or and no further adjustment shall be required under this Section 1.8 for such dividend or distribution, or (B) the right to receive an amount of Parent Common Stock equal in market value at the Effective Time to the market value at the Effective Time of the number of Adjustment Shares that would have been received in respect of the Per Share Stock Amount had the recipient thereof owned the Per Share Stock Amount in Parent Common Stock as of the date of this Agreement and held such through the Effective Time, and no further adjustment shall be required under this Section 1.8 for such dividend distribution. For the purposes of the prior sentence, "market value" means, with respect to any securities listed on a national securities exchange or quoted on an interdealer quotation system, the average of the closing prices on the five trading days prior to the Effective Time, or if not so listed, the fair market value of such securities reasonably determined by the Board of Directors of Parent on such date.
Adjustment of Merger Consideration. The Merger Consideration shall be appropriately adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Citius Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Citius Common Stock occurring on or after the date hereof and prior to the Effective Time.