Post-Closing Adjustments to Merger Consideration Sample Clauses

Post-Closing Adjustments to Merger Consideration. (a) At any time following the date that any Scheduled Property shall become a Disposed Asset, AirTouch shall deliver to U S WEST a statement setting forth its calculation of the Disposed Asset Value with respect thereto. U S WEST shall, within 15 Business Days following the delivery of such statement, notify AirTouch in writing of any dispute regarding AirTouch's calculation of such Disposed Asset Value. Any such dispute shall be resolved in the manner set forth in Section 3.3(c). Within five Business Days following the later to occur of (i) the 15th Business Day following delivery of AirTouch's calculation of such Disposed Asset Value (if such calculation shall not have been disputed by U S WEST) and (ii) the resolution of any dispute regarding the calculation of such Disposed Asset Value pursuant to Section 3.3(c), Media (or the NV/PCS Transferee) shall return a portion of the Merger Consideration to AirTouch by delivering to AirTouch a number of shares of AirTouch Common Stock equal to the quotient of (i) the amount of the Disposed Asset Value, divided by (ii) the Current Market Price of the AirTouch Common Stock as of the date of such delivery. If following the date of any adjustment to the Merger Consideration made pursuant to the preceding sentence, any Scheduled Property (which was a Disposed Asset solely by operation of clause (b) of the definition thereof) shall cease to be a Disposed Asset, then no later than 20 Business Days following the date on which such Scheduled Property shall so cease to be a Disposed Asset, AirTouch shall deliver to Media (or the NV/PCS Transferee) a number of shares of AirTouch Common Stock equal to the quotient of (i) the amount of the Disposed Asset Value with respect thereto, divided by (ii) the Current Market Price of the AirTouch Common Stock as of the date of such delivery.
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Post-Closing Adjustments to Merger Consideration. The Final Merger Consideration into which the Company Common Stock shall be converted is subject to the adjustments described in this Section 2.1:
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Post-Closing Adjustments to Merger Consideration. (a) Not less than three (3) Business Days prior to the Closing Date, Lime shall prepare and deliver to Parent a written schedule (the “Estimated Closing Statement”), in substantially the form attached hereto as Exhibit C, together with reasonably detailed calculations of the components thereof, setting forth Lime’s good faith calculations, as of the Closing, of the (I) (i) Tangible Assets (excluding Cash), and (ii) Tangible Liabilities (excluding Indebtedness) (the result of subtracting clause (ii) from clause (i) of the foregoing, the “Tangible Net Asset Value”), (II) the result of the Tangible Net Asset Value minus the Target TNAV, which result shall be an amount (which may be a negative number) designated the “TNAV Delta”, (III) Closing Indebtedness, (IV) Transaction Expenses, (V) Closing Cash, (VI) Closing Accrued Compensation, (VII) Closing Material Rebates, and (VIII) resulting calculation of the Merger Consideration. The Estimated Closing Statement shall be prepared, and all components thereof shall be calculated, in conformity with GAAP and, to the extent in conformity with GAAP, in accordance with Lime’s historical practices and methodologies and in a manner consistent with the illustrative calculation of Tangible Net Asset Value in substantially the form attached hereto as Exhibit D (the “Closing Adjustment Illustration”); provided, however, that in the event of a conflict between (A) GAAP, (B) the historical practices and methodologies of Lime and (C) the accounting principles, rules, methods, practices, and procedures used in the Closing Statement Illustration, the latter, in each case, of (A), (B) and (C), shall control. Upon the delivery of the Estimated Closing Statement, Lime shall make available to Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Closing Statement.
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Post-Closing Adjustments to Merger Consideration. (a) Post-Closing Adjustment. Following the Closing, the Merger Consideration shall (i) increase dollar for dollar by the amount, if any, by which the Company’s Operating Capital on the Closing Date, as determined pursuant to Section 2.3(c), exceeds the Operating Capital set forth on the Preliminary Closing Statement, or (ii) decrease dollar for dollar by the amount, if any, by which the Company’s Operating Capital on the Closing Date, as determined pursuant to Section 2.3(c), is less than the Operating Capital set forth on the Preliminary Closing Statement (any such adjustment is hereinafter referred to as the “Post-Closing Operating Capital Adjustment” as such amount is finally determined as provided herein). The Post-Closing Operating Capital Adjustment shall be paid in accordance with Section 2.3(d).
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Post-Closing Adjustments to Merger Consideration. (a) Within seventy-five (75) days following the Closing Date, Parent shall furnish the Stockholders’ Representative with the Closing Balance Sheet and the Statement of Closing Liabilities, each prepared in accordance with the form, methodology and principles used to prepare the Reference Balance Sheet. The Stockholders’ Representative shall use commercially reasonable efforts to assist Parent in the preparation of the Closing Balance Sheet and the Statement of Closing Liabilities, if reasonably requested by Parent, at Parent’s sole costs and expense.
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Post-Closing Adjustments to Merger Consideration. (a) Net Asset Value Adjustment.
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Post-Closing Adjustments to Merger Consideration. (a) Based on the Closing Balance Sheet and the Closing Income Statement, if applicable, on the Closing Balance Sheet Delivery Date, the Company shall finally determine the Cash Consideration comprising the Merger Consideration in accordance with Section 2.7 subject to the holdback described in Section 3.4.
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Post-Closing Adjustments to Merger Consideration 
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Related to Post-Closing Adjustments to Merger Consideration

  • 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.

  • 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.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

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