Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority and the Company Stockholder a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Indebtedness, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.9. The Closing Statement shall be prepared, and the Closing Indebtedness, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Company Transaction Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital, Capital and Company Transaction Transactions Expenses and the resulting Merger Consideration and Merger Consideration Shares shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing IndebtednessNet Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.8(a). The Closing Statement shall be prepared, and the Closing IndebtednessNet Debt, Net Working Capital, Capital and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing IndebtednessNet Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.9‎1.7. The Closing Statement shall be prepared, and the Closing IndebtednessNet Debt, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Stockholder Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, PurchaserPubco’s Chief Financial Officer chief financial officer (the “CFO”) shall deliver to the Disinterested Director Majority and the Company Stockholder SPAC Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing IndebtednessNet Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount using the formula in Section 1.9the definition thereof. The Closing Statement shall be prepared, and the Closing IndebtednessNet Debt, Net Working Capital, and Company Transaction Expenses and the resulting Aggregate Merger Consideration Amount and Company Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing IndebtednessNet Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.7. The Closing Statement shall be prepared, and the Closing IndebtednessNet Debt, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Indebtedness, Net Working Capital Debt and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.8(a). The Closing Statement shall be prepared, and the Closing Indebtedness, Net Working Capital, Debt and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Indebtedness, Net Debt and Net Working Capital and Company Transaction ExpensesCapital, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.8. The Closing Statement shall be prepared, and the Closing Indebtedness, Net Debt and Net Working Capital, and Company Transaction Expenses Capital and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Company Transaction Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.7. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital, Capital and Company Transaction Transactions Expenses and the resulting Merger Consideration and Merger Consideration Shares shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.7. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser shall deliver to Seller Representative a statement (the “Closing Statement”) certified by Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority and the Company Stockholder a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing IndebtednessNet Debt, Net Working Capital and Company Transaction ExpensesExpenses and each component thereof, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.91.8. The Closing Statement shall be prepared, and the Closing IndebtednessNet Debt, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, PurchaserPubco’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority Purchaser Representative and the Company Stockholder Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Indebtedness, Indebtedness and Net Working Capital and Company Transaction ExpensesCapital, in each case, as of the Reference Time, and the resulting Merger Consideration and Merger Consideration Shares using the formula in Section 1.91.7. The Closing Statement shall be prepared, and the Closing Indebtedness, Indebtedness and Net Working Capital, and Company Transaction Expenses Capital and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.