Adjustments to the Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Company Preferred Stock), reorganization, recapitalization, reclassification or other like change with respect to Company Common Stock or Company Preferred Stock having a record date on or after the date hereof and prior to the Effective Time.
Adjustments to the Merger Consideration. If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur as a result of any reclassification, stock split (including a reverse stock split) 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 provide to Parent, Merger Sub and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action, and thereafter, all references in this Agreement to the “Merger Consideration” shall be references to the Merger Consideration as so adjusted; provided, however, that nothing in this Section 2.1(d) shall be deemed to permit or authorize any party hereto to effect any such change that it is not otherwise authorized or permitted to undertake pursuant to this Agreement.
Adjustments to the Merger Consideration. Upon determination of the Specified Included Liabilities Amount, the Base Merger Consideration shall be adjusted as follows: If the Specified Included Liabilities Amount is greater than $1,725,000,000, then the Per Share Cash Amount shall be reduced by an amount equal to the quotient obtained by dividing (x) the difference between the Specified Included Liabilities Amount and $1,725,000,000 by (y) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares other than Dissenting Shares) and (B) the number of shares reserved for issuance pursuant to the Chapter 11 Plan that are unissued immediately prior to the Effective Time (which number shall not exceed 5,375,000 minus the number of shares so issued after the date hereof) provided that if, pursuant to the foregoing adjustment, the Per Share Cash Amount would otherwise be less than zero (the amount by which the Per Share Cash Amount would otherwise be less than zero, the "Incremental Amount"), the Per Share Cash Amount shall be reduced to zero, and there shall be a further adjustment made to the Exchange Ratio such that the Exchange Ratio shall be equal to the product of (x) 0.4062 and (y) the quotient obtained by dividing (1) the Aggregate Base Merger Consideration minus the Aggregate Incremental Amount by (2) the Aggregate Base Merger Consideration. For the avoidance of doubt, if the Specified Included Liabilities Amount is $1,725,000,000 or less, there shall be no adjustment made to the Base Merger Consideration. For the purposes hereof, the "Aggregate Base Merger Consideration" shall equal $14.75 multiplied by the sum of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares other than Dissenting Shares) and (y) the number of shares reserved for issuance pursuant to the Chapter 11 Plan that are unissued immediately prior to the Effective Time (which number shall not exceed 5,375,000 minus the number of shares so issued after the date hereof).
Adjustments to the Merger Consideration. Any amount paid by or to the Shareholders (or Shareholder Representative) or Parent under Article 7 or Article 9 will be treated as an adjustment to the Merger Consideration, unless otherwise required by Applicable Law.
Adjustments to the Merger Consideration. (i) If the number of NB&T Financial Common Shares issued and outstanding immediately prior to the Effective Time exceeds the number of NB&T Financial Common Shares issued and outstanding as of the date hereof, except to the extent such increase is due to the exercise of NB&T Financial Options or the issuance of NB&T Financial Common Shares pursuant to the dividend reinvestment feature of the NB&T Financial ESOP, the Merger Consideration will not be adjusted as a result of such excess, though appropriate adjustments will be made to the Per Share Stock Consideration and the Per Share Cash Consideration.
Adjustments to the Merger Consideration. (i) If the number of Xxxxx Common Shares issued and outstanding immediately prior to the Effective Time exceeds the number of Xxxxx Common Shares issued and outstanding as of the date hereof, except to the extent such increase is due to the exercise of Xxxxx Options, the Merger Consideration will not be adjusted as a result of such excess, though an appropriate adjustment will be made to the Exchange Ratio.
Adjustments to the Merger Consideration. Without limiting the restrictions set forth in Section 6.1, if between the date of this Agreement and the Effective Time the outstanding shares of Company Class A Common Stock or securities convertible into or exchangeable into or exercisable for shares of such capital stock (including the Company Stock Options, Company RSUs and Company Warrants) shall have been changed into a different number of shares or a different class, by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split (including a reverse stock split), merger, combination, issue, tender, exchange offer or other exchange of shares, or any other similar event shall have occurred, then the Merger Consideration will be appropriately adjusted to provide to Parent, Merger Sub and the holders of Company Class A Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit the Company, any Company Subsidiary or any other Person to take any action that is prohibited by the terms of this Agreement, and in no event shall this Section 3.1(d) result in the Merger Consideration or any other consideration hereunder being increased in the aggregate.
Adjustments to the Merger Consideration. If at any time during the period between the date of this Merger Agreement and the Effective Time, the Company changes the number of shares of the Company Common Stock outstanding, or Parent changes the number of shares of Parent Common Stock outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization or redenomination of share capital, the number of shares of Parent Common Stock issuable as Closing Consideration and Post-Closing Contingent Consideration and any other items dependent thereon shall be appropriately adjusted.
Adjustments to the Merger Consideration. (A) At the Closing, the Company shall deliver a certificate signed by its President certifying the amount of the Company's aggregate working capital (as defined herein) as of the Closing Date on a consolidated basis (the "ESTIMATED CLOSING DATE WORKING CAPITAL"). If the Estimated Closing Date Working Capital is less than $2,500,000 (the "Minimum Working CAPITAL"), the Merger Consideration will be reduced on a dollar-for-dollar basis by an amount equal to the amount of such deficiency. Additionally, at the Closing, the Company shall deliver to Buyer the balance sheet of the Company on a consolidated basis dated as of the Closing Date, certified by the Company's President to be his best good faith estimate thereof (the "Estimated Closing Date BALANCE SHEET"). In the event that the Estimated Closing Date Balance Sheet discloses that the aggregate amount of the Company's long-term liabilities as determined in accordance with GAAP exceeds $5,000, the Merger Consideration will be reduced by an amount equal to the amount of such excess. For the purposes hereof, "working capital" means the excess of current assets over current liabilities, as determined in accordance with generally accepted accounting principals, consistently applied ("GAAP"), and "
Adjustments to the Merger Consideration. (A) (I) For purposes of this Section 2.2, the "
