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. 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. 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.
(ii) If Peoples changes (or establishes a record date for changing) the number of shares of Peoples Common Shares issued and outstanding prior to the Effective Time by way of a stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding Peoples Common Shares, and the record date therefor shall be prior to the Effective Time, the Exchange Ratio shall be adjusted so the shareholders of NB&T Financial at the Effective Time shall receive Merger Consideration that produces the same economic effect as contemplated by this Agreement prior to such action.
Adjustments to the Merger Consideration. Without limiting any other provision of this Agreement:
(a) Not later than two (2) business days prior to the Closing, Capital Growth and Global Capacity shall jointly prepare a good faith estimate of the Closing Date Indebtedness, together with payoff letters from any relevant lenders with respect thereto. The Cash Consideration payable at Closing shall be reduced, on a dollar-for-dollar basis, by the amount of this good faith estimate of the Closing Date Indebtedness. Within sixty (60) days following the Closing Date, Capital Growth shall deliver to the Shareholders a certificate (the “Closing Certificate”), executed by the Chief Financial Officer of Capital Growth setting forth Capital Growth’s determination of the actual Closing Date Indebtedness, together with Capital Growth’s supporting documentation with respect thereto.
(b) Within fifteen (15) days after delivery of the Closing Certificate and the supporting documentation described in Section 2.9(a) above, the Shareholders shall notify Capital Growth, in writing, if the Shareholders disagree with the determination of the Closing Date Indebtedness, and the failure to deliver such written notification within the required period of time shall constitute the Shareholders’ agreement to such determination.
(c) If the Shareholders timely object to Capital Growth’s determination of the Closing Date Indebtedness and if the representatives of Capital Growth and of the Shareholders are unable to agree upon a final determination of the Closing Date Indebtedness within twenty (20) days after the date on which Capital Growth receives a Shareholder notification of disagreement, any Party may cause the determination of the Closing Date Indebtedness to be referred to Mxxx & Frankfort (the “Auditor”) by giving written notice to the other party and to the Auditor. The fees and disbursements of the Auditor will be borne fifty percent (50%) by Capital Growth and fifty percent (50%) by the Shareholder or Shareholders making the objection. The Auditor shall, within thirty (30) days following the date the matter is referred to it, make a determination as to the Closing Date Indebtedness and shall be instructed that such determination shall be (i) set forth in writing and signed by the Auditor, (ii) delivered to the Shareholders and Capital Growth as soon as practical after the disputes have been submitted to the Auditor, but not later than the thirtieth (30th) day after the Auditor is instructed to resolve the disputes, a...
Adjustments to the Merger Consideration. (i) If the number of Pxxxx Common Shares issued and outstanding immediately prior to the Effective Time exceeds the number of Pxxxx Common Shares issued and outstanding as of the date hereof, except to the extent such increase is due to the exercise of Pxxxx 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.
(ii) If City changes (or establishes a record date for changing) the number of City Common Shares issued and outstanding prior to the Effective Time by way of a stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding City Common Shares, and the record date therefor shall be prior to the Effective Time, the Exchange Ratio shall be adjusted so the shareholders of Pxxxx at the Effective Time shall receive Merger Consideration that produces the same economic effect as contemplated by this Agreement prior to such action.
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. The amount of the Merger Consideration shall be equitably adjusted, for all purposes of this Agreement, to reflect fully and equitably the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities exchangeable for or convertible into Common Shares), reorganization, recapitalization, reclassification or other similar change or readjustment with respect to the Common Shares having a record date on or after the date of this Agreement and prior to the Effective Time (it being understood that nothing in this Section 2.5 shall be construed to permit the Company to take any action with respect to the Common Shares or any other securities of the Company that is prohibited by the terms of this Agreement).
Adjustments to the Merger Consideration. (i) If the number of CFB Common Shares issued and outstanding immediately prior to the Effective Time exceeds the number of CFB Common Shares issued and outstanding as of the date hereof, except to the extent such increase is due to the exercise of CFB 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.
(ii) If LCNB changes (or establishes a record date for changing) the number of LCNB Common Shares issued and outstanding prior to the Effective Time by way of a stock split, stock dividend, recapitalization, acquisition or similar transaction with respect to the outstanding LCNB Common Shares, and the record date therefor shall be prior to the Effective Time, the Exchange Ratio shall be adjusted so the shareholders of CFB at the Effective Time shall receive Per Share Consideration that produces the same economic effect as contemplated by this Agreement prior to such action.
