Post Merger Adjustments Sample Clauses
Post Merger Adjustments. (a) On the Merger Date two hundred thousand (200,000) shares of Parent Common Stock and Options to purchase one hundred thousand (100,000) shares of Parent Common Stock (collectively, the "Escrowed Securities"), to be delivered to Amari as part of the Merger Consideration, will be placed by Parent in escrow with the Escrow Agent and released to Amari in such amounts and at such times as provided below based on the achievement by Subsidiary of certain EBITDA targets1. Any shares of Parent Common Stock or Options not released to Amari due to a failure by Subsidiary to meet such EBITDA targets shall be returned to Parent in accordance with the provisions of subsections (b) and (c) below.
Post Merger Adjustments. If Datalink within two (2) years from the Closing Date of the Merger withdraws its Registration Statement for the IPO, the total number of shares issued to the Stockholders under Section 3.1 shall be adjusted, effective as of the Effective Time, so that the Valuation Price will be $8.70 per share (such per share price to be adjusted proportionally for any Datalink Common Stock split or dividend or reverse split or combination occurring after the Closing Date and through the date of any such adjustment). If an IPO initially closes within two (2) years from the Closing Date of the Merger, the total number of shares issued to the Stockholders under the Valuation Price as described in Section 3.2 or the preceding sentence shall be adjusted, effective as of the Effective Time, so that the Valuation Price will be the IPO price per share as stated on the cover of the definitive Prospectus for the IPO as filed with the SEC pursuant to Rule 424(b) of the Act. If an event occurs requiring an adjustment by the preceding paragraph, Datalink shall give written notice within ten (10) business days to the Stockholders describing the event and Datalink's computation of the number of shares to be issued or canceled (a "Post-Merger Notice"). If Datalink fails timely to give the Post-Merger Notice, the Stockholders may, upon learning of the triggering event, give written notice thereof to Datalink, which notice shall constitute the Post-Merger Notice as to such event. If the event requires the issuance of additional shares, then within ten (10) business days after giving the Post-Merger Notice, Datalink shall issue (or shall cause its transfer agent to issue) to each Stockholder a certificate representing the additional shares. If the event requires the cancellation of shares, then within ten (10) business days after Datalink has given the Post-Merger Notice, each Stockholder shall return for cancellation to Datalink a certificate or certificates representing a number of shares of Datalink Common Stock equal to or greater than the number of shares to be canceled, together with a stock power endorsed in blank with signature guaranteed covering such certificate or certificates. Within ten (10) business days after receipt of the certificate(s) and stock power, Datalink shall cancel (or cause its transfer agent to cancel) the certificate(s) so tendered and shall issue (or cause its transfer agent to issue) to the Stockholder a certificate representing the balance, if any, of the...
Post Merger Adjustments