Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative Disinterested Director Majority and the Seller Representative Company Stockholder a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies Company as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.9. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital Capital, and Transactions Company Transaction Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies Company as of the Reference Time and (ii) a good faith calculation of the Closing Net IndebtednessDebt, Net Working Capital and Transactions Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.7. The Closing Statement shall be prepared, and the Closing Net IndebtednessDebt, Net Working Capital Capital, and Transactions Company Transaction Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net IndebtednessDebt, Net Working Capital and Transactions Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.8(a). The Closing Statement shall be prepared, and the Closing Net IndebtednessDebt, Net Working Capital and Transactions Transaction Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Debt and Net Working Capital and Transactions ExpensesCapital, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.8. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Debt and Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital Debt and Transactions Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.8(a). The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital Debt and Transactions Transaction Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser shall deliver to Seller Representative a statement (the “Closing Statement”) certified by Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies Company as of the Reference Time and (ii) a good faith calculation of the Closing Net IndebtednessDebt, Net Working Capital and Transactions ExpensesTransaction Expenses and each component thereof, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.8. The Closing Statement shall be prepared, and the Closing Net IndebtednessDebt, Net Working Capital Capital, and Transactions Transaction Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.7. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital Capital, and Transactions Transaction Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the PurchaserPubco’s Chief Financial Officer chief financial officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller SPAC Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net IndebtednessDebt, Net Working Capital and Transactions Transaction Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount using the formula in Section 1.07the definition thereof. The Closing Statement shall be prepared, and the Closing Net IndebtednessDebt, Net Working Capital Capital, and Transactions Transaction Expenses and the resulting Aggregate Merger Consideration Amount and shares Company Merger Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the PurchaserPubco’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies Company as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Indebtedness and Net Working Capital and Transactions ExpensesCapital, in each case, as of the Reference Time, and the resulting Merger Consideration and Merger Consideration Shares using the formula in Section 1.071.7. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Indebtedness and Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies Company as of the Reference Time and (ii) a good faith calculation of the Closing Net IndebtednessDebt, Net Working Capital and Transactions Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07‎1.7. The Closing Statement shall be prepared, and the Closing Net IndebtednessDebt, Net Working Capital Capital, and Transactions Company Transaction Expenses and the resulting Merger Consideration and shares Stockholder Merger Consideration shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.071.7. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.