Cash Merger Consideration Adjustment Sample Clauses

Cash Merger Consideration Adjustment. (a) At the Closing, the Cash Merger Consideration shall be subject to adjustment based on the estimated Net Working Capital as of the close of business on the Closing Date, immediately prior to giving effect to the Closing (the "Estimated Closing Net Working Capital"), any Indebtedness of the Seller Entities that has not been paid as of the close of business on the Closing Date immediately prior to giving effect to the Closing (the "Estimated Closing Indebtedness"), the estimated amount of Transaction Expenses that have not been paid as of the close of business on the Closing Date immediately prior to giving effect to the Closing (the "Estimated Closing Transaction Expenses"), the estimated Accrued Taxes as of the close of business on the Closing Date, immediately prior to giving effect to the Closing (the "Estimated Closing Accrued Taxes"), any amounts paid by the Seller Entities, as well as amounts accrued and unpaid, in respect of costs and expenses of a nature referred to in the last sentence of Section 6.8(d) ("Estimated Reimbursable Expenses"), and the amounts of current liabilities included within such Estimated Closing Net Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses and Estimated Closing Accrued Taxes. A written statement (the "Estimated Closing Statement") setting forth the calculation of the Cash Merger Consideration, together with (i) a consolidated balance sheet of the Seller Entities as of the close of business on the Closing Date, immediately prior to giving effect to the Closing, prepared in accordance with GAAP applied on a basis consistent with the Year-End Balance Sheets, and (ii) the Sellers' calculations of (t) each Seller's Work in Process, (u) the Estimated Reimbursable Expenses, (v) the Estimated Closing Net Working Capital, (w) Estimated Closing Indebtedness, (x) the Estimated Closing Accrued Taxes, (y) the Estimated Closing Transaction Expenses and (z) the amount of Estimated Closing Accrued Taxes, Estimated Closing Transaction Expenses and Estimated Closing Indebtedness solely to the extent included as current liabilities in the calculation of Estimated Closing Net Working Capital, shall be provided by Seller to the Parent no later than the close of business of the fifth (5th) Business Day preceding the Closing Date. The Estimated Closing Statement and all components thereof (other than Work in Process) shall be prepared in accordance with GAAP applied on a basis consistent with the Year...
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Cash Merger Consideration Adjustment. (a) At least three (3) days prior to the Closing, Raytheon shall deliver to Xxxx its good faith estimate of Net Working Capital as of the close of business on the day immediately preceding the Closing Date (such estimate, the "Estimated --------- Net Working Capital") and its good faith estimate of Indebtedness of the Company ------------------- as of the close of business on the day immediately preceding the Closing Date (such estimate, the "Estimated Indebtedness"). In preparing the Estimated Net ---------------------- Working Capital and Estimated Indebtedness, Raytheon shall, to the extent practicable, use substantially the same accounting methods, policies, practices and procedures with consistent classifications, judgments, and valuation and estimation methodologies as used in the calculation of such items on the Balance Sheet.
Sample 1
Cash Merger Consideration Adjustment. (i) As soon as practicable but in no event later than the Closing Date, E3 shall provide JDA with the July Balance Sheet. If the shareholders equity listed on the July Balance Sheet has been reduced or increased in an amount greater than $100,000 (other than reductions or increases directly related to any change in the deferred revenue account resulting from changes in E3's revenue recognition policy) from that listed on the March Balance Sheet, the Cash Merger Consideration shall be reduced or increased on a dollar-for-dollar basis for the amount of any reduction or increase, respectively, in shareholder equity in excess of $100,000, as the case may be.
Sample 1
Cash Merger Consideration Adjustment. The Cash Merger Consideration shall be subject to adjustment as provided below:
Sample 1

Related to Cash Merger Consideration Adjustment

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided that no such adjustment shall result in any increase or decrease of the Aggregate Merger Consideration.

  • 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.

  • Antidilution Adjustments The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

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