Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. The Company, Parent and the Participating Holders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Entrust Inc), Agreement and Plan of Merger (Red Hat Inc)

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Merger Consideration Adjustment. The Company, Parent and the Participating Holders Principal Stockholders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smith Micro Software Inc)

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Stockholders agree to treat each indemnification payment pursuant to this Article VI VII as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NantKwest, Inc.)

Merger Consideration Adjustment. The Company, Parent Parent, the Holder Representative and the Participating Holders agree to treat each indemnification payment pursuant to this Article VI VII paid by Holders as an adjustment to the Merger Consideration or Total Consideration, as the case may be, for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVG Technologies N.V.)

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Merger Consideration Adjustment. The Company, Parent the Parent, the Surviving Corporation, the Holder Representative and the Participating Holders agree to treat each indemnification payment pursuant to this Article VI ARTICLE VII as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.)

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Stockholders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc)

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