Merger Consideration Adjustments. Except for any interest amount(s) paid thereon, any amounts distributed to Parent pursuant to the provisions of this Section 1.12 shall be deemed to be and treated for all purposes as adjustments to the Merger Consideration.
Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated by this Agreement and (y) the effects of severance costs up to $300,000, shall be excluded.
Merger Consideration Adjustments. (a) The Merger Consideration shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Company as of November 30, 1996. The term "Current Assets" shall mean pettx xxxh, Accounts Receivable, prepaid expenses, Inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, current portion of capital leases and prepaid Income Taxes). The term "Current Liabilities Assumed" shall mean the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes). The adjustment shall be settled in cash or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Merger Consideration shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 Common Stock at Vision 21's option.
Merger Consideration Adjustments. Amounts paid to or on behalf of Buyer or the Representative (on behalf of the Stockholders and Optionholders) as indemnification shall be treated as adjustments to the Merger Consideration.
Merger Consideration Adjustments. Except for any interest amount(s) paid thereon (which interest, together with all dividends on Indemnification Escrow Shares, shall be paid to (i) Parent with respect to any portion of the Indemnification Escrow Amount distributed to Parent and (ii) the Unitholders with respect to any portion of the Indemnification Escrow Amount distributed to the Unitholders), any amounts distributed to Parent pursuant to the provisions of this Section 1.10 shall be deemed to be and treated for all purposes as adjustments to the Merger Consideration.
Merger Consideration Adjustments. If, prior to the Effective Date, shares of Glacier Common Stock shall be changed into a different number of shares or a different class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or there occurs a distribution of warrants or rights with respect to Glacier Common Stock, or a stock dividend, stock split or other general distribution of Glacier Common Stock is declared with a record date prior to the Effective Date, then in any such event the Exchange Ratio shall be appropriately adjusted.
Merger Consideration Adjustments. The Merger Consideration shall be adjusted as follows:
Merger Consideration Adjustments. (a) At least two (2) Business Days prior to the Closing Date, the Company will prepare, or cause to be prepared, and deliver to Parent a statement (the “Preliminary Closing Statement”) setting forth the Company’s good-faith estimate, and calculations in reasonable detail, of the Company’s (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Indebtedness (the “Estimated Indebtedness”), (iii) Closing Cash, and (iv) Transaction Expenses (the “Estimated Transaction Expenses”), and, using such amounts, the Company’s good faith estimate of the Closing Merger Consideration, each determined as of 11:59 p.m. Eastern Time on the day prior to the Closing Date ((x) except for Estimated Indebtedness, which will be determined as of immediately prior to the Closing, (y) except for Closing Cash, which will be determined as provided in its definition, and, (z) except for Estimated Transaction Expenses, without giving effect to the transaction contemplated by this Agreement), based on the First Heritage Entities’ books and records and other information available at the Closing, calculated on a basis consistent with the Applicable Accounting Principles. An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Closing Cash, and Transaction Expenses is attached as Schedule I (the “Sample Statement”). The Company shall, or shall cause the First Heritage Entities to, promptly provide all supporting documentation reasonably requested by Parent or its Representatives in connection with Parent’s review of the Preliminary Closing Statement (and the components thereof) and shall consider any comments that Parent or its Representatives have on the Preliminary Closing Statement (and any components therein) in good faith.
Merger Consideration Adjustments. Any amounts payable under this ARTICLE 10 will be treated by the Parties as an adjustment to the Merger Consideration, unless otherwise required by Law.
Merger Consideration Adjustments. (a) If, between the date of this Agreement and the Effective Time, the issued and outstanding shares of the Corporation Capital Stock or the Purchaser Common Stock are changed into a different number or class or series of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization exchange, extraordinary distribution, redemption or other similar transaction then, if the effect of the same is not already accommodated in the calculation of the Exchange Ratio, the Exchange Ratio shall be appropriately and correspondingly adjusted downward or upward (as the case may be) to the extent the record date for any such event is prior to the Effective Time whereby the Sellers shall maintain 75% of the aggregate number of shares of the Purchaser's capital stock on a fully diluted basis after giving effect to the Merger Transactions.
