Adjustments in Merger Consideration Clause Samples

Adjustments in Merger Consideration. The Merger Consideration due and payable to the Stockholder in accordance with Section 1.6 will be adjusted as follows: (a) Reductions in Merger Consideration Prior to the Closing. If the Closing Balance Sheet reveals (i) deferred revenue or (ii) a Working Capital Deficit (as defined herein), the Cash Consideration shall be reduced by one dollar for every dollar of deferred revenue and/or Working Capital Deficit equal to or less than $50,000 on the Closing Balance Sheet. If the sum of the deferred revenue and the Working Capital Deficit is greater than $50,000, the Merger Consideration shall be further reduced by reducing each of the Cash Consideration, the Acquisition Note Consideration and the Convertible Note Consideration by $0.3333 for every dollar of deferred revenue and/or Working Capital Deficit on the Closing Balance Sheet greater than $50,000.

Adjustments in Merger Consideration. The Merger Consideration due and payable to the Nasco in accordance with Section 1.6 will be adjusted as follows:

Adjustments in Merger Consideration. The Merger Consideration due and payable to the Members in accordance with Section 1.7 will be adjusted as follows: