Initial Merger Consideration. As soon as reasonably practicable, the Company shall cause its auditors to prepare an audited balance sheet and income statement for the Company as of and for the year ended December 31, 1998 in accordance with Xxxxxxxx GAAP and shall calculate the Company's Adjusted Net Worth and Net Adjusted Pretax Income and the Initial Merger Consideration on the basis thereof. The Company shall deliver such financial statements and calculations to Lithia. Lithia shall have a period of 15 days after its receipt of such financial statements and calculations to make any objections it may have to the Adjusted Net Worth and Net Adjusted Pretax Income of the Company and Initial Merger Consideration as calculated by the Company. If Lithia does not give notice of objections within that period, the Adjusted Net Worth, Net Adjusted Pretax Income and Initial Merger Consideration so calculated shall be final. If Lithia does give notice of objections within that time, and Lithia and the Company are unable to resolve the matter by agreement, either side may submit the matter to PricewaterhouseCoopers LLP or another independent accounting firm selected by the Shareholders and Lithia for resolution. The decision of that accounting firm shall be binding on the parties.
Initial Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
Initial Merger Consideration. Subject to Section 1.13 (Dissenting Shares), Parent shall pay for all of the Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time the consideration set forth in this Section 1.8.
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Initial Merger Consideration. At the Closing, Parent shall deliver to each Company Stockholder the Initial Merger Consideration with such payment allocated to each Company Stockholder, with each such Company Stockholder’s portion of the Initial Merger Consideration determined in accordance with Section 2.8.
Initial Merger Consideration. The Initial Merger Consideration shall be a number of shares of Class B common stock of TekInsight, par value $0.0001 per share ("TekInsight Class B Stock"), equal to two-thirds of the number of TekInsight Outstanding Share Equivalents (as defined below) outstanding immediately prior to the Effective Time. The "TekInsight Outstanding Share Equivalents" shall mean all outstanding shares of common stock of TekInsight, plus all shares of common stock of TekInsight that may be issued upon conversion, redemption or exchange of or otherwise with respect to any outstanding shares of preferred stock of TekInsight, BugSolver.Com, Inc. or any other xxxxxxx xxxx was a Subsidiary of TekInsight at the time of issuance of such shares ,plus the following shares underlying those convertible notes issued in connection with the 2001 Bridge Financing: 604,000 shares issued based upon an indebtedness to equity conversion ratio of $1.75 and 411,765 shares issued based upon an indebtedness to equity conversion ratio of $1.70. If the notes are held until maturity, and are converted at a ratio of $1.50 per share, an additional 100,667 shares of Class B common stock shall be issued.
Initial Merger Consideration. The “Initial Merger Consideration” shall mean Eighty-Three Million Dollars ($83,000,000) (the “Initial Merger Consideration Base”) increased or reduced by the adjustment provided in subsection (a) of this Section and reduced by the adjustment provided in subsection (b) of this Section (such adjustments in subsections (a) and (b), the “Adjustments”).
Initial Merger Consideration. 10.02(a)(xvii) Initial Public Disclosure........................... 6.07
Initial Merger Consideration. (a) At or at any time following the Effective Time, TLC shall deliver, or cause to be delivered, and a Shareholder shall be entitled to receive, upon surrender to TLC of one or more certificates representing Shares and a duly executed election form and transmittal letter in the form attached hereto as Exhibit A (an "Election Form"), subject to Section 2.01(c) and Section 2.01(d) hereof and to the terms of the Indemnification Agreement and Escrow Agreement, cash consideration equal to such Shareholder's Percentage Interest multiplied by the Initial Merger Consideration.
Initial Merger Consideration. (a) The initial aggregate consideration (the “Initial Company Securities Amount”) to be paid in connection with the Merger to the holders of the class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), the holders of the class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”, and together with the Class A Common Stock, the “Company Common Stock”), other than shares of Company Common Stock to be cancelled pursuant to Section 2.3(a), the Optionholders (as defined herein) and the Warrantholders (as defined herein), shall be an amount equal to the following (which amount shall be adjusted as provided herein):
