Determination of Merger Consideration. Not later than ten (10) days ------------------------------------- prior to the Closing Date, TCT shall submit to ATC its preliminary determination of the amount of the Merger Consideration
1. Within seven (7) days thereafter, ATC shall submit to TCT its objections, if any, to such preliminary determination, specifying in reasonable detail the nature of such objections. The parties shall use their reasonable business efforts to agree upon the amount of the Merger Consideration, but in the event they are unable to do so, then (a) the Merger shall be consummated (assuming that all other conditions thereto shall have been satisfied), (b) the Merger Consideration at the Effective Time shall be comprised of the Cash Consideration and the ATC Stock Consideration as provided in this Section, and (c) a post-Effective Time adjusting cash payment (if any) shall be made by ATC to the TCT Members as provided in this Section. In the event the parties are unable to agree as aforesaid, then (a) the ATC Stock Consideration at the Effective Time shall be the ATC Stock Consideration determined by TCT, and (b) the Cash Consideration at the Effective Time shall be the Cash Consideration determined by TCT reduced by an amount equal to the sum (the "Adjustment Holdback") of (i) the difference between the Cash Consideration determined by TCT and that determined by ATC, and (ii) the difference (valued at the Current Market Price) between the ATC Stock Consideration determined by TCT and that determined by ATC, in each case using Merger Considerations determined pursuant to the provisions of Section 3.
1. To the extent the parties are unable to agree upon the amount of the Current Balance, the Adjustment Holdback shall consist of cash, and to the extent the parties are unable to agree upon the aggregate amount of acquisition expense and capital expenditures of TCT referred to in clause (ii) of the second sentence of Section 3.1, the Adjustment Holdback shall consist of ATC Common Stock and cash in the proportions specified in Section 3.
1. Under such circumstances, TCT and ATC shall, within ten (10) days following the Effective Time, jointly designate a nationally known independent public accounting firm to be retained to determine the amount of the Current Balance and aggregate amount of acquisition expenses and capital expenditures of TCT referred to in clause (ii) of the second sentence of Section 3.1. The fees and other expenses of retaining such independent public accounting ...
Determination of Merger Consideration. The Merger Consideration shall be estimated and finally determined as follows:
Determination of Merger Consideration. (a) Buyer shall issue shares of Buyer Class A Common Stock in the Merger to the holders of the Outstanding Company Shares and the holders of Options as follows:
(i) (x) if the approval by the stockholders of Buyer contemplated in Section 6.19 hereof for the authorization of the increase in the capital stock of Buyer to permit Buyer to issue the Maximum Merger Shares is obtained, then at the time of the Closing Buyer shall issue a number of shares of Buyer Class A Common Stock equal to the number of Maximum Merger Shares or (y) if such approval by the stockholders of Buyer is not obtained, then at the time of the Closing Buyer shall issue a number of shares of Buyer Class A Common Stock equal to the number of Minimum Merger Shares; and
(ii) within one (1) Business Day after the date of the meeting contemplated in Section 6.19 hereof, Buyer shall notify the Company in writing of the outcome of such stockholders' vote. As used herein, the "Aggregate Merger Shares" shall be the Maximum Merger Shares, if issued, or the Minimum Merger Shares, if issued.
(b) The total amount of cash to be paid in the Merger to the holders of the Outstanding Company Shares under Section 3.2(a) (the "Aggregate Cash Consideration") shall be (i) if the Maximum Merger Shares are issued, $125,000,000 minus any cash payable with respect to the Options pursuant to Section 3.7, or (ii) if the Minimum Merger Shares are issued, $200,000,000 minus any cash payable with respect to the Options pursuant to Section 3.7.
Determination of Merger Consideration. Each issued and outstanding share of the Company Common Stock, issued and outstanding immediately prior to the Effective Time, except as otherwise provided in Section 2.1(a), shall be converted into the right to receive the Merger Consideration as follows:
Determination of Merger Consideration. (a) At the Closing, Synchronicity shall deliver to MatrixOne a certificate in form of Exhibit B hereto signed by its Chief Executive Officer and Chief Operating Officer and, as attachments to such certificate, (i) an updated version of Section 3.2(d) of the Synchronicity Disclosure Letter reflecting any changes in the information therein between the date hereof and the Closing and (ii) a spreadsheet in form and substance satisfactory to MatrixOne which sets forth (such certificate and attachments is referred to herein as the “Synchronicity Closing Certificate”):
(A) the aggregate amount of all indebtedness or borrowings of Synchronicity, including, without limitation, any indebtedness or borrowing under the Additional Term Loan (within the meaning of the Loan Documents) and Fiduciary Borrowings, outstanding as of the Closing (the “Indebtedness Amount”);
(B) with respect to its management incentive plan set forth in the minutes of its Board of Directors meeting on June 3, 2004 delivered by Synchronicity to MatrixOne prior to the date hereof (the “Management Plan”), (x) the aggregate amount of cash to be paid (the “Management Payment”) by Synchronicity immediately prior to the Closing to certain members of management in full satisfaction of its obligations thereunder and (y) the amount to be paid to each such member thereunder;
(C) the aggregate amount of cash to be paid (the “Cadence Payment”) by Synchronicity immediately prior to the Closing to Cadence Design Systems, Inc. in full satisfaction of its obligations under Section 2.05(a)(ii) of the Asset Purchase Agreement, dated as of September 7, 2001, between Synchronicity and Cadence Design Systems, Inc.;
(D) with respect to the fees and expenses incurred by Synchronicity in connection with this Agreement and the transactions contemplated hereby, (x) the aggregate amount (the “Fees and Expenses Amount”) thereof incurred through the Closing and the portion of such aggregate remaining to be paid as of the Closing and (y) to whom suchaggregate amount has been paid or remains payable as of the Closing;
(E) with respect to its common stock, par value $.01 per share (“Synchronicity Common Stock”), (x) the aggregate number of shares thereof issued and outstanding immediately prior to the Merger (the “Common Shares”) and (y) the aggregate amount of cash into which the Common Shares will be converted pursuant to Section 2.2(c)(i) (the “Common Amount”);
(F) with respect to its Series A Preferred Stock, par value $.0...
Determination of Merger Consideration. No later than ten (10) Business Days prior to the Closing Date, Company shall deliver to Parent an estimate of the Closing Tangible Book Value and reasonable supporting documentation for its estimate. During such ten (10) Business Day period and in any event prior to the Closing Date, Parent and Company shall cooperate in good faith to agree on the Closing Tangible Book Value. To the extent no agreement is reached prior to the Closing Date, (i) the amount of Merger Consideration to be deposited with the Paying Agent by Parent shall be based on the Closing Tangible Book Value calculated by Company; (ii) the amount of Merger Consideration to be paid by the Paying Agent to holders of Company Common Stock shall be based on the Closing Tangible Book Value calculated by Parent; (iii) the disagreement shall be submitted to a mutually agreed independent accounting firm for determination within five (5) Business Days (together with such information as the accounting firm may request) and (iv) in the event that such independent accounting firm determines that the Closing Tangible Book Value exceeds Parent’s calculation of Closing Tangible Book Value (subject to the following sentence), Parent shall promptly thereafter cause the Paying Agent to distribute (x) such excess to holders of Company Common Stock on a pro rata basis and (y) distribute to Parent the excess, if any, of Company’s calculation of Closing Tangible Book Value over such independent accounting firm’s calculation of Closing Tangible Book Value. The determination of the accounting firm shall be final and shall not be higher than Company’s calculation of Closing Tangible Book Value nor lower than Parent’s calculation of Closing Tangible Book Value.
Determination of Merger Consideration. Each of the 10,000,000 shares of MAT common stock, $0.01 par value ("MAT COMMON STOCK"), which are issued and outstanding immediately prior to the Effective Time, shall be converted into and exchanged for the right to receive 8.00 shares of NetStaff common stock, par value $0.001 per share ("NETSTAFF COMMON STOCK") (collectively, the "MERGER CONSIDERATION").
Determination of Merger Consideration. For purposes of this Agreement:
Determination of Merger Consideration. The Merger Consideration shall be adjusted as follows:
(i) In the event that the Company Net Working Capital as of the Effective Time is less than the Company Net Working Capital Target, then the Merger Consideration shall be adjusted downward by the amount equal to the amount by which the Company Net Working Capital is less than the Company Net Working Capital Target. In the Event that the Company Net Working Capital as of the Effective Time is greater than the Company Net Working Capital Target, then the Merger Consideration shall be increased by the amount equal to the amount by which the Company Net Working Capital as of the Effective Time exceeds the Company Net Working Capital Target.
(ii) In the event that the number of Outstanding Installed Kiosks as of the Effective Time is less than the Target Plan Kiosk Number, then the Merger Consideration shall be adjusted downward by the amount equal to (A) (x) the Target Plan Kiosk Number minus (y) the number of Outstanding Plan Kiosks as of the Effective Time, multiplied by (B) the Per Kiosk Adjustment Amount. In the event that the number of Outstanding Installed Kiosks as of the Effective Time exceeds the Target Plan Kiosk Number, then the Merger Consideration shall be adjusted upward by the amount equal to (A) (x) the number of Outstanding Plan Kiosks minus (y) the Target Plan Kiosk Number, multiplied by (B) the Per Kiosk Adjustment Amount.
Determination of Merger Consideration. Each issued and outstanding share of DDI common stock, $1.00 par value ("DDI Stock"), issued and outstanding immediately prior to the Effective Time, except as otherwise provided in Section 2.1(a), shall be converted into the right to receive the "Merger Consideration" determined as set forth in Section 2.2; provided, however, that such Merger Consideration is subject to adjustment and set-off pursuant to Sections 2.3 and 9.3 hereof.
