Merger Consideration Adjustments Clause Samples
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Merger Consideration Adjustments. (a) At least five (5) Business Days but no more than seven (7) Business Days prior to the Closing Date, the Company shall deliver to Acquiror the Payoff Letters and shall prepare, or cause to be prepared, and deliver to the Acquiror:
(i) a statement (the “Preliminary Closing Statement”) setting forth (A) a good-faith estimate of (1) Net Working Capital (the “Estimated Net Working Capital”) as of the Measurement Time, (2) Net Working Capital Adjustment based on the Estimated Net Working Capital (the “Estimated Net Working Capital Adjustment”) as of the Measurement Time, (3) Payoff Debt (the “Estimated Payoff Debt”) as of immediately prior to the Closing, (4) Cash (the “Estimated Cash”) as of the Measurement Time, (5) Transaction Expenses (the “Estimated Transaction Expenses”) as of the Closing and (6) Unpaid Pre-Closing Income Taxes (the “Estimated Unpaid Pre-Closing Income Taxes”) as of the Closing and (B) on the basis of the foregoing, a reasonably detailed calculation of each component of the Estimated Merger Consideration Value. Such Preliminary Closing Statement shall be prepared in accordance with the Accounting Principles (it being understood that the Acquiror shall not be entitled to challenge calculations, interpretations and adjustments that are made in accordance with GAAP if they are consistent with past practices used in the preparation of the audited Financial Statements) and accompanied by reasonable supporting documentation for such estimate. Acquiror and its Representatives shall have the right to reasonable access to examine the work papers of the accountants and other personnel preparing the Preliminary Closing Statement and the books and records of the Company and its Subsidiaries relating to the Preliminary Closing Statement and to discuss the preparation of the Preliminary Closing Statement with the personnel who participated in such preparation, in each case, during normal business hours and upon reasonable notice to the Company, under the supervision of the Company’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided that such access shall not include any access to (x) any books and records prepared in anticipation of, or for the purpose of evaluating, any potential dispute concerning the Preliminary Closing Statement or that are subject to the attorney-client, work-product or other privilege or (y) any working papers of any independent accountants ...
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.
(ii) In the event the business of Interstate Auto Auction, Inc. ("Interstate") is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by (A) an amount equal to the difference between (x) the net sales proceeds (after Federal and state income taxes) received from the sale of Interstate and (y) $4,900,000, less applicable Federal and state taxes and (B) an amount equal to the difference between (x) the Non-operating net assets (defined as all Non-operating assets less liabilities except the existing bank indebtedness) of Interstate at the end of the month preceding the date on which Interstate is sold and (y) $899,440. Non-operating net assets, as used herein, shall not be reduced by any principal payments made after June 30, 1996 pursuant to the PNC Bank Loan Agreement. In the event Interstate is not sold prior to the Effective Date, the Merger Consideration shall be decreased by $4,378,000.
(iii) In the event Consumers' universal life business is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by an amount equal to the difference between the purchase commission (after applicable Federal income taxes) received by Consumers from the sale of its universal life business and $1,269,000.
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. (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 pett▇ ▇▇▇h, 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. 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. (A) The Parties agree that the determination of the amount of Merger Consideration that is payable at Closing was based on (i) an assumed Closing Net Working Capital in the amount of $7,400,000 (“Target Net Working Capital”) and (ii) an assumed Closing Outstanding Net Debt equal to the Reference Date Net Debt.
(B) No less than five (5) Business Days prior to the Closing Date the Company shall prepare and deliver to Parent for Parent’s review, and the Company and Parent shall mutually agree in good faith on, estimates of (i) the Existing Company Indebtedness as of the Closing Date, the Closing Cash, and the Closing Outstanding Net Debt (the last of such estimates, the “Estimated Closing Outstanding Net Debt”) (ii) Estimated Closing Taxes, and (iii) Closing Net Working Capital (such estimate, the “Estimated Closing Working Capital”). If Parent and the Company cannot agree on the Estimated Closing Outstanding Net Debt, Estimated Closing Taxes, and/or the Estimated Closing Working Capital, then the amount(s) of such item(s) shall be as set forth in the Sample Merger Consideration Calculation. For purposes of the payments to be made by Parent (upon surrender of the Certificates representing shares in accordance with Section 2.02(b)) at or following the Closing until the Final Closing Outstanding Net Debt, Closing Taxes, and Final Closing Working Capital are determined pursuant to this Agreement, such payments shall be made on the basis of estimated Merger Consideration calculated on the assumption that the Final Closing Outstanding Net Debt will be equal to the Estimated Closing Outstanding Net Debt, Closing Taxes will be equal to Estimated Closing Taxes, and the Final Closing Working Capital will be equal to the Estimated Closing Working Capital. Such estimated Merger Consideration shall be subject to adjustment as provided in Sections 2.01(d)(C) through (I) below.
(C) As promptly as practicable, but no later than 60 days after the Closing Date, Parent and the Surviving Corporation shall prepare and deliver to the Representative a closing statement (the “Closing Statement”) and a certificate signed by an executive officer of the Parent (the “Closing Certificate”) based on such Closing Statement setting forth the Surviving Corporation’s calculation of Closing Outstanding Net Debt, Closing Taxes, and Closing Net Working Capital. Parent and the Surviving Corporation will permit a person designated by the Representative to participate in the preparation of the Clo...
Merger Consideration Adjustments. (i) The Merger Consideration shall be adjusted on the Closing Date by an amount equal to the Adjustment Amount (as defined below). If the Adjustment Amount is positive, the Merger Consideration shall be increased by such Adjustment Amount. If the Adjustment Amount is negative, the Merger Consideration shall be reduced by such Adjustment Amount. For purposes of this Section 4.1(b): (A) "Adjustment Amount" shall be determined by dividing the sum of the Loan ----------------- Repayment Amount (as defined below) and the Balance of Legal Fees (as defined below) by US$6.63; (B) "Loan Repayment Amount" shall be equal to the U.S. dollar --------------------- equivalent of the total amount (calculated based on the noon buying rate in The City of New York on the date that is three days prior to the Closing Date for cable transfers in Renminbi, as certified for custom purposes by the Federal Reserve Bank of New York) repaid in accordance with the laws of the PRC to Sandhill Information Technology (Beijing) Co. Ltd., as of the date three days prior to the Closing Date, by or on behalf of ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ under the Loan Agreement, dated April 25, 2000, among ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ and Sandhill Information Technology (Beijing) Co. Ltd.; and (C) "Balance of Legal Fees" shall be determined by subtracting the estimated fees --------------------- and expenses of counsel for the Company in connection with the Merger (as set forth in an invoice from such counsel to the Parent dated three days prior to the Closing Date) from US$500,000.
(ii) All adjustments to the Merger Consideration pursuant to Section 4.1(b) shall be finally determined by no later than the third day preceding the Closing Date.
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 April 30, 1997. The term "Current Assets" shall mean pett▇ ▇▇▇h, 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 balances (on an accrual basis) as of April 30, 1997 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 and accrued shareholder expenses). The Merger Consideration shall be increased or reduced to reflect the difference between the Current Assets and Current Liabilities and the customary amounts referred to hereinabove. The adjustment shall be settled in cash (which shall be set-off from moneys due New P.C. pursuant to the Business Management Agreement) 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.