Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. The Company, Parent and the Participating Holders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Red Hat Inc), Agreement and Plan of Merger (Entrust Inc)

AutoNDA by SimpleDocs

Merger Consideration Adjustment. The Company, Parent the Parent, the Surviving Corporation, the Holder Representative and the Participating Holders agree to treat each indemnification payment pursuant to this Article VI ARTICLE VII as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Matinas BioPharma Holdings, Inc.)

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Stockholders agree to treat each indemnification payment pursuant to this Article VI VII as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (NantKwest, Inc.)

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Stockholders agree to treat each indemnification payment pursuant to this Article VI IX as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

Merger Consideration Adjustment. The CompanyBuyer, Parent the Surviving Corporation, the Holder Representative and the Participating Holders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Stockholders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Adventrx Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Stockholders agree to treat each indemnification payment pursuant to this Article VI X as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

Merger Consideration Adjustment. The Company, Parent Parent, and the Participating Holders Representative agree to treat each indemnification payment pursuant to this Article VI X as an adjustment to the Merger Consideration paid to the Company Holders under this Agreement for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Myriad Genetics Inc)

Merger Consideration Adjustment. The Company, Parent and the Participating Holders Principal Stockholders agree to treat each indemnification payment pursuant to this Article VI as an adjustment to the Merger Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Smith Micro Software Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!