Adjustments to Transaction Consideration. The Transaction 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 Holdco Common Shares occurring on or after the date hereof and prior to the Arrangement Effective Time.
Adjustments to Transaction Consideration. Subject to the exceptions described below, the amount of the cash portion of the Closing Amount to be delivered at the Closing is premised upon Lexecon having (A) $6,400,000 of Working Capital as of the Closing (the "Target Working Capital"), and (B) a Net Book Value as of the Closing equal to or greater than the Net Book Value set forth on the Balance Sheet of Lexecon as
Adjustments to Transaction Consideration. The aggregate Merger Consideration and the aggregate consideration provided for in Section 1 of the Exchange Agreement (together, the "Aggregate Consideration") will be adjusted as follows:
Adjustments to Transaction Consideration. (a) The Transaction Consideration will be increased by 1,000,000 shares of New PCI Common Stock in the event that the average of the last closing "bid" price for the common stock, $.01 par value per share of Pittencrieff ("Pittencrieff Common Stock") as reported by the Nasdaq National Market System for the ten business days immediately preceding the third business day prior to the Closing is equal to or less than $4 per share. (b) The Transaction Consideration shall be increased on account of (i) any issuances prior to Closing of Pittencrieff Common Stock or securities convertible into Pittencrieff Common Stock by Pittencrieff in connection with acquisitions of channels listed on the Pittencrieff FCC Schedule (as hereinafter defined), (ii) any issuances prior to Closing of Pittencrieff Common Stock or securities convertible to Pittencrieff Common Stock at less than $6 per share by Pittencrieff between the date hereof and Closing, and (iii) any issuance by Pittencrieff prior to Closing of stock options for Pittencrieff Common Stock exercisable for the purchase of greater than the 910,000 shares of Pittencrieff Common Stock; the Transaction Consideration shall be increased on account of any of the foregoing events to such number of shares of New PCI Common Stock as will entitle the Sellers to obtain the same ownership percentage of New PCI as the issuance of 11,909,842 shares of Pittencrieff Common Stock, together with shares payable pursuant to Section 1.2(a), if any, would have represented as of May 3, 1995 based on the then outstanding Pittencrieff Common Stock. (c) Pittencrieff and the Sellers agree that in the event prior to Closing of any recapitalization of Pittencrieff in the nature of a stock split, combination, stock dividend or similar change in Pittencrieff's capitalization, including any exchange of shares of Pittencrieff Common Stock for New PCI Common Stock in the Merger on other than a one share for one share exchange basis, then appropriate adjustments shall be made to the Transaction Consideration to place each of Pittencrieff and the Sellers in the same relative equity position as if the Closing had occurred immediately prior to the occurrence of the event giving rise to the adjustment. 1.3.
Adjustments to Transaction Consideration. (a) Within ninety (90) calendar days following the Closing Date, UK Holdco shall prepare, or cause to be prepared, in cooperation with London, and deliver to London, a schedule of (i) components of the Accounts Receivable Calculation of the Business as of the Closing Reference Time, (ii) components of the Accounts Payable Calculation of the Business as of the Closing Reference Time, (iii) components of the Finished Products Inventory Calculation of the Business as of the Closing Reference Time, (iv) components of the Raw Material Calculation of the Business as of the Closing Reference Time ((i), (ii), (iii), and (iv) collectively, the “London Closing Date Working Capital Calculations”) and (v) a schedule of any Excess Indebtedness of the Business as of such date (the “Debt Calculation” and, together with the London Closing Date Working Capital Calculations, the “London Adjustment Calculations”). Within ninety (90) calendar days following the Closing Date, UK Holdco shall prepare, or cause to be prepared, and deliver to London, a schedule of (i) components of the Accounts Receivable Calculation of New York as of the Closing Reference Time, (ii) components of the Accounts Payable Calculation of New York as of the Closing Reference Time, (iii) components of the Finished Products Inventory Calculation of New York as of the Closing Reference Time and (iv) components of the Raw Material Calculation of New York as of the Closing Reference Time ((i), (ii), (iii) and (iv) collectively, the “New York Closing Date Working Capital Calculations”) and (v) the Closing Date New York Net Debt (collectively, with the New York Closing Date Working Capital Calculations, the “New York Adjustment Calculations”). London Adjustment Calculations and New York Adjustment Calculations (which shall exclude the New York JV) shall be made in accordance with IFRS or GAAP, as applicable, consistently applied in accordance with past practice, and in accordance with the accounting methods, practices, assumptions, policies and methodologies (including reconcilability to the applicable balance sheet) set forth in the example calculations on Exhibit D and, in the case of the London Adjustment Calculations, subject to Section 7.2(e) of the London Disclosure Letter.
