Common use of Contingent Merger Consideration Clause in Contracts

Contingent Merger Consideration. As soon as possible, and in any event within 120 days after December 31, 1999, Lithia shall cause its auditors to prepare a balance sheet and income statement for the Company as of December 31, 1999 and for the year then ended and shall calculate the Adjusted Net Worth, Net Adjusted Pretax Income and Contingent Merger Consideration on the basis thereof. Lithia shall deliver such financial statements and calculations to the Shareholders. The Shareholders' opportunity to object, the effect of failure to do so and the resolution of any dispute shall be determined in the manner provided in Section 2.5.1 above for determining the Initial Merger Consideration.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc), Merger Agreement (Lithia Motors Inc)

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Contingent Merger Consideration. As soon as possible, and in any event within 120 90 days after December 31, 1999, Lithia shall cause its auditors to prepare a balance sheet and income statement for the Company as of December 31, 1999 and for the year then ended and shall calculate the Adjusted Net Worth, Net Adjusted Pretax Income and Contingent Merger Consideration on the basis thereof. Lithia shall deliver such financial statements and calculations to the Shareholders. The Shareholders' opportunity to object, the effect of failure to do so and the resolution of any dispute shall be determined in the manner provided in Section 2.5.1 above for determining the Initial Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lithia Motors Inc)

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Contingent Merger Consideration. As soon as possible, and in any event within 120 90 days after December 31, 1999, Lithia shall cause its auditors to prepare a balance sheet and income statement for the Company as of December 31, 1999 and for the year then ended and shall calculate the Adjusted Net Worthadjusted net worth, Net Adjusted Pretax Income net adjusted pretax income and Contingent Merger Consideration contingent merger consideration on the basis thereof. Lithia shall deliver such financial statements and calculations to the Shareholders. The Shareholders' opportunity to object, the effect of failure to do so and the resolution of any dispute shall be determined in the manner provided in Section 2.5.1 above for determining the Initial Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lithia Motors Inc)

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