Adjustments to Aggregate Merger Consideration Sample Clauses

Adjustments to Aggregate Merger Consideration. The Aggregate Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to WinVest Common Stock occurring on or after the date hereof and prior to the Xtribe Merger Effective Time.
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Adjustments to Aggregate Merger Consideration. The Aggregate Merger Consideration is subject to adjustment as follows:
Sample 1
Adjustments to Aggregate Merger Consideration. (a) The amount of the Aggregate Merger Consideration shall be subject to the following adjustments (the “Price Adjustments”). The Aggregate Merger Consideration shall be: (i) Decreased by an amount equal to any Indebtedness of Matrix or any Subsidiary outstanding as of the Effective Time, including accrued but unpaid interest and the amount of any breakage, prepayment penalties or fees payable in connection with the pay-off of such Indebtedness as of the Effective Time. (ii) Decreased by an amount equal to the amount due or to become due to Lazard Freres & Co. LLC (“Lazard”) from Matrix or any Subsidiary arising in any way out of the Merger and the engagement by Matrix of Lazard in connection with the potential sale of Matrix, including fees and expense reimbursements. (iii) [Intentionally Omitted] (iv) Decreased by an amount equal to the excess of (A) the sum of amounts paid or payable to Dissenting Stockholders plus the amount of any expenses and fees (including reasonable attorneys fees and expenses) incurred or paid by Matrix or the Surviving Corporation after the date of this Agreement or by Immucor in connection with any proceedings or negotiations with Dissenting Stockholders over (B) the amounts, calculated for each class of Matrix Capital Stock to which Dissenting Shares belong, equal to the applicable Per Share Merger Consideration (with Aggregate Merger Consideration being determined for this purpose without regard to the Price Adjustment provided for in this Section 1.9(a)(iv)) multiplied by the total number of Dissenting Shares belonging to the class of Matrix Capital Stock to which such Per Share Merger Consideration applies. (v) Decreased by an amount equal to the sum of the following with respect to any current or former member of the Matrix Board of Directors, officer, employee, leased employee or independent contractor arising as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or in combination with another event): (A) any payment made or to be made in connection with the Closing pursuant to any non-competition agreements, or any severance, retention, closing bonus or other payment becoming due (including any amounts paid pursuant to Section 5.2(b)(viii)(A) and the total amounts payable under the Employee Bonus Plan and the Closing Bonus Plan in accordance with their terms, but excluding with respect to Designated Matrix Employees to the extent stated in th...
Sample 1
Adjustments to Aggregate Merger Consideration. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Parent a statement certified by the Company’s Chief Financial Officer (the “Estimated Closing Statement”) setting forth a good faith calculation of the Company’s estimate of Working Capital as of the close of business on the Closing Date, including in reasonable detail, the components thereof (the “Estimated Working Capital”), and the resulting Aggregate Merger Consideration and Per Share Merger Consideration Amount based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of the Company, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly after delivery of the Estimated Closing Statement to Parent, if requested by Parent, the Company will meet with the Parent to review and discuss the Estimated Closing Statement and the Company will consider in good faith the Parent’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and Parent both acting reasonably and in good faith, shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.
Sample 1
Adjustments to Aggregate Merger Consideration. The following adjustments shall be made to the Aggregate Merger Consideration to arrive at the Adjusted Aggregate Merger Consideration as follows: (i) Holdco shall pay the Closing Transaction Expenses to the payees thereof at Closing by wire transfer in accordance with wire transfer instructions provided to Holdco by the payees thereof at least three (3) Business Days prior to the Closing Date; and such amount shall be deducted from the Aggregate Merger Consideration. (ii) The Company Indebtedness Amount shall be deducted from the Aggregate Merger Consideration.
Sample 1
Adjustments to Aggregate Merger Consideration. The Aggregate Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Capital Stock occurring on or after the date hereof and prior to the Effective Time. Further, in the event that additional shares of Parent Common Stock, Parent Preferred Stock, Parent options or Parent warrants or other equity-like securities are issued by Parent between the date hereof and the Closing (excluding shares of Parent Common Stock issued upon (i) exercise of options and warrants of Parent outstanding on the date hereof, and (ii) conversion of Parent Series A Preferred Stock outstanding on the date hereof) without the consent of the Company, Parent and the Company shall exercise commercially reasonable efforts in good faith negotiate appropriate changes to the terms of this Agreement solely to amend and restate this Agreement to amend the definitions of Parent Common Stock Purchase Price, Parent Preferred Stock Purchase Price, Xxxxx Parent Preferred Stock Purchase Price, Escrow Amount and Parent Common Stock Warrants to ensure that such terms shall be appropriately modified so that the Aggregate Merger Consideration payable to the holders of Company Common Stock equals forty-nine percent (49%) of the Parent Capital Stock immediately following the Closing as calculated on a fully-diluted basis, consistent with the methodology of the Share Calculation Spreadsheet. In such case, for purposes of calculating the Merger Consideration, the numbers as set forth in the Share Calculation Spreadsheet will be replaced with the numbers of shares of Parent Common Stock, Parent Preferred Stock, Parent options or Parent warrants, or equity like securities, as applicable, outstanding as of the Closing.
Sample 1
Adjustments to Aggregate Merger Consideration 
Sample 1
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Related to Adjustments to Aggregate Merger Consideration

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to the Purchase Price As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts.

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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