Transaction Adjustments Sample Clauses

Transaction Adjustments. 15.1. Quotes available on the Platform may be quotes created by the Company as data pro- cessed on the basis of market information publicly available and information from quote sources (third parties that provide the Company with information regarding prices avail- able on the market at a given time). Quotes available on the Platform may also be quotes directly from quote sources. 15.2. If the Company has reasonable doubts that the Client is engaging in Abusive Trading, is entering into bad faith Transactions aimed at taking advantage of incorrect quotes, is committing arbitrage, is taking advantage of price deviations in connection with Corporate actions that affect a stock or an equity index, is carrying out snipping, scalping, pip-▇▇▇▇- ing, or uses investment strategies inconsistent with the principle of equality of parties aimed at taking technological or informational advantage, the Company reserves the rights described in point 5 below. 15.3. Price quotations on the Platform may contain errors regarding the price level that existed on the market at the time of execution of the Client’s Order. Such incorrect quotes occur for reasons for which the Company is not responsible. The Company makes every effort to ensure that such situations occur as rarely as possible, but due to the unpredictability of such events, the Client must take into account that such events are possible even when cooperating with reputable entities. 15.4. In some circumstances, the quotations available on the Platform may contain errors due to the reduction or loss of liquidity in the relevant market, the occurrence of extraordinary price fluctuations, the cancellation of transactions on the organized market on which the underlying instrument is quoted, the occurrence of other exceptional circumstances or the occurrence of technical errors in scope of data transmission affecting the deviation from market prices applicable at a given time. 15.5. The Company has the following rights in connection with the detection of incorrect quotes: a. change in the transaction price at which the Transaction was concluded (whereas a change in the transaction price is also considered to be the posting on the account reflecting such a price change); b. cancel of the concluded Transaction, however, in the event of cancellation of the Transaction closing an open position, this position will be reopened (if the withdrawal from the Transaction takes place on the same day as the conclusion of the Transa...

Transaction Adjustments. The unaudited proforma condensed combined balance sheet was prepared as if the Acquisition had occurred on December 31, 2025, and the unaudited proforma condensed combined statements of operations and comprehensive loss were prepared as if the Acquisition had occurred on January 1, 2025, and reflect the following adjustments: a. To record the cash consideration paid at Closing of $97.5 million and adjust cash to the balance at the Closing Date for the $11.8 million not acquired. b. To adjust for the $11.0 million portion of the purchase price prepaid in December 2025. c. To eliminate the historical book value of LSI’s intangible assets as of December 31, 2025 and record acquired identifiable intangibles of $13.5 million consisting of Developed Technology, Customer Relationships and Tradename. d. To adjust the historical book value of LSI’s assets and liabilities as of December 31, 2025 when the historical book value is different than the fair value on the Closing Date. e. To record the goodwill of $86.5 million representing the purchase price in excess of total identifiable net assets acquired. f. In conjunction with the Acquisition, the Seller forgave the related party payable of $84.8 million as of December 31, 2025. g. To eliminate LSI’s historical common stock and accumulated deficit. h. To record transaction expenses of $6.6 million incurred after the proforma balance sheet date. i. To record additional amortization expense resulting from purchase accounting.

Transaction Adjustments. To the extent not reflected in the amount set forth as the “Total stockholders’ equity” on the 2010 Audited Balance Sheet, the following adjustments to such amount shall be made, net of any associated tax benefits (which will be calculated at a tax rate of 36%): • A decrease for the amount of Company SAR liability as of December 31, 2010, including (a) the existing Company SAR compensation payable as of December 31, 2009, (b) the amount of additional Company SAR compensation payable attributable to Income and Other Comprehensive Income for the fiscal year ended December 31, 2010 and (c) the accrual of Company SAR expense as a result of the transactions contemplated by this Agreement. • A decrease for the aggregate amount of all installment payment amounts to be paid to certain retirees of the Company and its Subsidiaries for shares of capital stock of the Company redeemed by such retirees, including with respect to (i) appreciation of the fair value of Shares for the fiscal year ended December 31, 2010 and (ii) any additional appreciation of the fair value of Shares as a result of the transactions contemplated by this Agreement. • A decrease for the aggregate amount of all amounts to be paid to certain former holders of Shares and ESOP participants that redeemed such Shares on or after June 14, 2010 (other than any such redemptions that were not made at the election of the holder of such Shares) in an amount per Share equal to the excess of (i) the value per Share that would have been paid to such redeeming shareholder had such shareholder owned such Share as of immediately prior to the Effective Time over (ii) the amount paid by the Company to such redeeming shareholder upon redemption of such Share. • An increase or decrease, as applicable, to reflect actual MPCI underwriting results as determined on or before May 31, 2011 to the extent such results differ from the MPCI results reflected in the amount set forth as “Total stockholders’ equity” on the 2010 Audited Balance Sheet. • An increase or decrease, as applicable, to reflect actual 2010 agent profit sharing commission payments/accruals as determined on or before May 31, 2011 to the extent such results differ from the results reflected in the amount set for as “Total stockholders’ equity” on the 2010 Audited Balance Sheet. • A decrease for each of the following expenses relating to the transactions contemplated by this Agreement: • Expenses associated with the winding up and termination of any defined...

Transaction Adjustments. After the consummation of the Business Combination, any of Bite’s common stock subject to redemption that was not redeemed was reclassified to share capital, and amounts remaining in Bite’s Trust Account were released to cash and cash equivalents on New Above Food’s balance sheet. After the redemption from Bite’s Trust Account on February 13, 2024 and April 29, 2024 totaling $40.0 million (US $30.3 million), the remaining cash of $0.7 million (US $0.5 million) is reclassified from Bite’s Trust Account to cash and cash equivalents. In addition, prior to the Closing Date, Above Food entered into subscription agreements with Veghouse and the seller of Brotalia pursuant to which Above Food issued 1,352,550 common shares in exchange for cash proceeds of $14.1 million (US $ 10.3 million) and for a deposit of $4.4 million (US $3.2 million) for future goods or services to be provided to New Above Food.

Transaction Adjustments. Transaction adjustments are necessary to reflect the acquisition consideration exchanged and to adjust amounts related to the tangible and intangible assets and liabilities of KES, JJS, and ▇▇▇ to a preliminary estimate of their fair values, and to reflect the impact on the statements of operations as if the Transaction had occurred during those periods.

Transaction Adjustments. The transaction adjustments included in the Unaudited Pro Forma Condensed Combined Financial Statements are as follows: D. Represents estimated total cash consideration of approximately $149.0 million, comprised of $146.5 million paid to the Sellers on the Closing Date and $2.5 million of net working capital adjustments paid to the Sellers pursuant to the Purchase Agreement. E. Represents an adjustment for $3.7 million in transaction costs incurred by the Company from July 1, 2025 that are not reflected in the historical financial statements. Additionally, $1.4 million of transaction costs were incurred as of June 30, 2025 and are included in the historical balance sheet and statement of operations of the Company as of and for the six months ended June 30, 2025. F. Represents an adjustment to eliminate the Acquired Subsidiaries’ historical intangible assets of $4.6 million. This adjustment also establishes the estimated fair values of the acquired identifiable indefinite-lived intangible assets consisting of Trade Names, and Medicare and Medicaid Licenses at a total estimated fair value of $66.2 million, which, as noted above, is preliminary and subject to change through the end of the measurement period. The preliminary fair value of the Trade Names, and Medicare and Medicaid Licenses was based on third-party preliminary studies utilizing income and market-based methodologies and corroborated with publicly available market benchmarks. G. Represents an adjustment to the right-of-use assets and lease liabilities for real estate leases acquired as part of the Transaction. The Company calculated the lease liability based on the remaining lease payments and the Company’s incremental borrowing rate on the Closing Date. H. Represents an adjustment to recognize the fair value of the 33% noncontrolling interest in University of TN Medical Center Home Care Services, LLC. I. Represents an adjustment to reflect the resulting goodwill that would have been recorded if the Transaction occurred on June 30, 2025. J. Represents an adjustment of $9.5 million for the year ended December 31, 2024, comprised of $10.4 million of income tax expense associated with the historical income before taxes of the Acquired Subsidiaries, and $0.9 million of income tax benefit related to the transaction adjustments herein. Represents an adjustment of $5.4 million for the six-months ended June 30, 2025 associated with the historical income before taxes of the Acquired Subsidiaries. The adju...

Transaction Adjustments. The transaction adjustments included in the Unaudited Pro Forma Condensed Combined Balance Sheet are as follows: A. Represents the preliminary purchase price of $25.7 million made to the sellers pursuant to the Merger Agreement, which includes (i) the fair value of 197,472 Company’s common stock issued to the Diligent stockholders based on Closing Date closing price of the Company’s common stock, (ii) the estimated fair value of the contingent earnout consideration, and (iii) cash paid at closing. Refer to Note 2. B. Represents the accrual of ▇▇▇▇▇’s non-recurring transaction costs of $1.2 million related to the Transaction including fees expected to be paid for financial advisory services, legal services, and professional accounting services, that are not reflected in the historical financial statements as of the year ended December 31, 2025. These costs are expected to be incurred within twelve months from the consummation of the transaction. C. This adjustment records property and equipment at their estimated fair values, as determined in accordance with ASC 805. The fair value step-down resulted in a decrease of $0.4 million to property and equipment. D. Represents an adjustment to recognize the estimated fair value of the acquired identifiable intangible assets consisting of developed technology and trade name at a total estimated fair value of $6.0 million, which, as noted above, is preliminary and subject to change through the end of the measurement period. The preliminary fair value of developed technology and trade name was based on third-party preliminary studies utilizing income and market-based methodologies and corroborated with publicly available market benchmarks. The preliminary fair value of identifiable intangible assets acquired in the combined company unaudited pro forma condensed combined financial information consists of the following: Preliminary fair value of intangible assets acquired: Developed technology 6 years $ 5,300 Trade name 4 years 700 Total fair value of intangible assets $ 6,000 E. Represents an adjustment to reflect the resulting goodwill that would have been recorded if the Transaction occurred on December 31, 2025. F. Represents the elimination of the historical equity of Diligent. In addition, upon closing, all outstanding Diligent warrants were cancelled. Accordingly, an adjustment of $150 thousand was recorded to remove the warrant liability. G. Reflects the settlement of Diligent’s indebtedness outstanding as of D...

Transaction Adjustments. Transaction adjustments are necessary to reflect the acquisition consideration exchanged and to adjust amounts related to the tangible and intangible assets and liabilities of KES, JJS, and ▇▇▇ to a preliminary estimate of their fair values, and to reflect the impact on the statements of operations as if the Transaction had occurred during those periods. A. Reflects cash of $13,800,000 paid and the issuance of 500,000 common shares for the acquisitions and cash of $12,272,440 raised and the issuance of 552,000 series a cumulative perpetual preferred shares during the July preferred stock offering. B. Reflects the elimination of KES, JJS and ▇▇▇’s liabilities not assumed, and assets not acquired by the Company. C. Reflects the elimination of KES, JJS and ▇▇▇’s members’ equity, treasury stock, and retained earnings. D. Reflects the pro forma adjustments to intangible assets to reflect the fair value of identifiable intangible assets, as follows: ▇▇▇ and JJS: Amortization Expense Trade names $ 914,000 10.0 $ 91,400 $ 45,700 Technology and know-how 3,656,000 10.0 365,600 182,800 Total $ 4,570,000 $ 457,000 $ 228,500 ▇▇▇: Amortization Expense Trade names $ 326,000 5.0 $ 65,200 $ 32,600 Customer relationships 6,784,000 14.0 484,571 242,286 Patents 1,533,000 17.0 90,176 45,088 Technology and know-how 1,217,000 10.0 121,700 60,850 Total $ 9,860,000 $ 761,648 $ 380,824 AKIDA: Amortization Expense Trade names $ 1,156,000 10.0 $ 115,600 $ 12,042 Customer relationships 539,000 7.0 77,000 8,021 Technology and know-how 3,468,000 10.0 346,800 36,125 Total $ 5,163,000 $ 539,400 $ 56,188 E. Reflects the preliminary fair value adjustment related to intangible assets and goodwill acquired. F. Reflects the accrual of transaction and other acquisition related costs that had been incurred through the closing date but not recorded in the historical financial statements.

Transaction Adjustments