Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. (a) Within forty five (45) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Net Debt as of the Reference Time, and the resulting Merger Consideration. The Closing Statement shall be prepared, and the Net Debt and the resulting Merger Consideration and Merger Consideration shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within forty five ninety (4590) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt Indebtedness as of the Reference Time, and the resulting Merger ConsiderationConsideration using the formula in Section 1.8. The Closing Statement shall be prepared, and the Closing Net Debt Indebtedness and the resulting Merger Consideration and Stockholder Merger Consideration shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Merger Consideration Adjustment. (a) Within forty five ninety (4590) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies Company as of the Reference Time and (ii) a good faith calculation of the Net Debt as of the Reference Time, and the resulting Merger ConsiderationConsideration using the formula in Section 1.8. The Closing Statement shall be prepared, and the Closing Net Debt Indebtedness 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 forty five ninety (4590) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt Indebtedness as of the Reference Time, and the resulting Merger ConsiderationConsideration using the formula in Section 1.8. The Closing Statement shall be prepared, and the Closing Net Debt Indebtedness 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 forty five (45) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Net Debt as of the Reference Time, and the resulting Merger Consideration. The Closing Statement shall be prepared, and the Net Debt and the resulting Merger Consideration and Stockholder Merger Consideration shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.