Adjustment to Merger Consideration Sample Clauses

Adjustment to Merger Consideration. (a) Subject to 6.13(b), for all Tax purposes, to the extent permitted by applicable law, any payment by Acquiror or Parent under this Agreement shall be treated as an adjustment to the consideration payable upon consummation of the Merger. (b) If the Internal Revenue Service (the "IRS") (or similar taxing authority) issues a written notice of proposed adjustment (an "Adjustment Notice") (or similar notice) with respect to characterization of an indemnity payment as a Purchase Price adjustment (the "Characterization Issue"), the Acquiror shall notify Parent as soon as practicable but no later than ten business days after the Acquiror's (or any of its Affiliates) receipt of such Adjustment Notice. In the event of any IRS or other proceedings related to a Characterization Issue, Acquiror shall permit Parent to provide comments which shall be considered in good faith (solely with respect to the Characterization Issue), provided, however, that Acquiror shall control all such proceedings. At its sole option, Acquiror may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of a Characterization Issue and shall be entitled to settle or contest such Characterization Issue, as the case may be; provided, however, that if Parent elects by written notice to Acquiror to fund Acquiror's reasonable expenses with respect to any IRS or other proceeding, Acquiror shall use reasonable commercial efforts to uphold the characterization of the indemnity payment as an adjustment to the Purchase Price, but shall not be required to litigate such treatment unless Parent provides Acquiror with a written opinion of counsel selected by Parent, but reasonably acceptable to Acquiror, that the characterization of the indemnity payment will more likely than not be treated as an adjustment to the Purchase Price. If and to the extent that the treatment of an indemnification payment as an adjustment to the Purchase Price is finally determined to be erroneous pursuant to this Section 6.13, the indemnifying party shall be required to pay to the indemnified party the liability for any Taxes incurred by the indemnified party as a result of the receipt of the indemnity payment.

Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Capital Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.

Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Common Stock occurs as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose is established, the Merger Consideration and any other amounts payable pursuant to this Agreement will be appropriately adjusted; provided, however, that nothing in this Section 2.02(i) shall be construed to permit the Company to take any action that is otherwise prohibited by the terms of this Agreement.

Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Adjustment to Merger Consideration. Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the value of the shares of Parent Common Stock issued by Parent as a result of the Merger, except as otherwise required by Law.

Adjustment to Merger Consideration. The Per Share Merger Consideration and Per ADS Merger Consideration, as applicable, shall be adjusted appropriately to reflect the effect of any share split, reverse share split, share dividend (including any dividend or other distribution of securities convertible into Shares or ADSs, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares or ADSs, as applicable, effectuated after the date hereof and prior to the Effective Time, so as to provide the holders of Shares or ADSs, as applicable, with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration or Per ADS Merger Consideration, as applicable.

Adjustment to Merger Consideration. (i) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent (i) an estimated unaudited balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company as of the Closing Date, and (ii) a certificate executed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company stating that the Estimated Closing Date Balance Sheet has been prepared in accordance with this Section 2.6. The Estimated Closing Date Balance Sheet shall be substantially in the form of the Company Balance Sheet and shall be prepared in accordance with GAAP and on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet. The Estimated Closing Date Balance Sheet shall set forth Working Capital as of the Closing Date as derived from the Estimated Closing Date Balance Sheet (the “Estimated Working Capital”). Parent shall be given timely access to all supporting workpapers and any other documentation used in the preparation of the Estimated Closing Date Balance Sheet. (ii) The Merger Consideration shall be increased on a dollar-for-dollar basis by the amount of the Estimated Working Capital Excess and shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Working Capital Deficiency. (iii) Within ninety (90) days of the Closing Date, Parent shall prepare and deliver to the Stockholder Representative an audited (unless Parent and the Stockholder Representative agree in writing that such balance sheet need not be audited) balance sheet (the “Closing Date Balance Sheet”) of the Company as of 11:59 p.m. on the Closing Date. The Closing Date Balance Sheet shall be substantially in the form of the Company Balance Sheet and shall be prepared in accordance with GAAP and on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet. The Closing Date Balance Sheet shall set forth Working Capital as of the Closing Date as derived from the Closing Date Balance Sheet (the “Closing Working Capital”). The Stockholder Representative shall be given timely access to all supporting workpapers and any other documentation used in the preparation of the Closing Date Balance Sheet. (iv) The Stockholder Representative may dispute any amounts reflected on the Closing Date Balance Sheet or the calculation of Closing Working Capital; provided, however, that the Stockho...

Adjustment to Merger Consideration. The Working Capital amount determined in accordance with Section 2.10(b) (the “Actual Working Capital”) and the Net Cash on Hand as determined in accordance with Section 2.10(b) (the “Actual Net Cash on Hand”) will be used to calculate any necessary post-Closing adjustments to the Preliminary Merger Consideration in order to arrive at the Merger Consideration. Any such post-Closing adjustments to the Preliminary Merger Consideration resulting from the Actual Net Cash on Hand being greater than or less than, as the case may be, the Target Net Cash on Hand shall be made on or before the later of (x) the fifth day after determination of the Actual Net Cash on Hand and (y) the date thirty-five (35) days after the Effective Time. Any such post-Closing adjustments to the Preliminary Merger Consideration resulting from the Actual Working Capital being greater than or less than, as the case may be, the Target Actual Working Capital shall be made on or before the later of (x) the fifth day after the determination of the Actual Working Capital and (y) the date one-hundred twenty (120) days after the Closing Date. (A) Subject to subsection (D) below, if the Actual Working Capital exceeds the Target Working Capital, Buyer will increase the aggregate cash portion of the Merger Consideration by the amount of such difference. (B) If the Actual Net Cash on Hand exceeds the Target Net Cash on Hand, Buyer will increase the aggregate cash portion of the Merger Consideration by the amount of such difference. (C) If the Target Working Capital exceeds the Actual Working Capital, the aggregate principal balance of the Subordinated Purchase Note shall be reduced by the amount of such difference. (D) If the Target Net Cash on Hand exceeds the Actual Net Cash on Hand, Shareholders will pay to Buyer the amount of such difference in cash. (E) The Preliminary Merger Consideration as finally adjusted in accordance with this Section 2.10(b) will be deemed to be the Merger Consideration.

Adjustment to Merger Consideration. Without limiting the other provisions of this Agreement and other than as contemplated by this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of Company Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), division or subdivision of shares or other similar transaction, or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such change; provided, however, that nothing in this Section 3.1(d) shall permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement.