Post-Effective Time Adjustments Sample Clauses

Post-Effective Time Adjustments. (i) In the event there is a Net Worth Deficiency (as defined below) with respect to the Company, the Stockholder Representatives and the Parent or Surviving Corporation shall instruct the Escrow Agent to deliver to the Parent as provided in the Escrow Agreement, an amount equal to the Net Worth Deficiency. If the Net Worth Deficiency is less than the amount of the Escrow Amount, the Escrow Agent shall continue to hold the remainder of the Escrow Amount as provided in the Escrow Agreement. Stockholders' liability for a Net Worth Deficiency, if any, shall in no event exceed the amount of the Escrow Amount and Parent's and the Acquirer's sole recourse for any Net Worth Deficiency shall be limited to the amount of the Escrow Amount.
Sample 1
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Post-Effective Time Adjustments. The parties acknowledge and agree that Target Center has, prior to the Closing Date, been receiving revenues, making disbursements and incurring payables and receivables pursuant to the operations of Target Center in the ordinary course, including without limitation paying payroll, payroll taxes, trade vendors and other expenses. Target Center will promptly account for all such activity and the parties agree that Newco or Target Center, as applicable, will reimburse the other for any net amounts due with respect to such post Effective Time activity. CONTRIBUTION AGREEMENT
Sample 1
Post-Effective Time Adjustments. The Aggregate Consideration shall be subject to adjustment after the Closing Date as follows: On or before May 1, 2003, Parent shall prepare and deliver to the Indemnification Representative the Parent Prepared Balance Sheet indicating the Adjusted Closing Date Liabilities as of the Closing. Parent shall prepare the Parent Prepared Balance Sheet in accordance with GAAP applied on a basis consistent with the application of GAAP to the preparation of the financial statements of Parent included in Parent Financial Statements. The Parent Prepared Balance Sheet and the Final Balance Sheet shall include as liabilities, in addition to all other liabilities of Company and Jaysac, the following items to the extent that they are not paid by Company prior to the Effective Time: (i) items of income and expense prorated in accordance with Section 1.14, (ii) any other costs incurred by Company in connection with this Agreement, the Merger, the other Transaction Agreements and the Transactions, including but not limited to fees of counsel and accountants, (iii) any and all liabilities for Taxes for any period up to and including the Closing Date, (iv) the Sachs Loan, the Keycorp Loans and the Cal Bank Loans, and (v) the Company Closing Expenses. Subject to this Section 1.13, in the event that the Adjusted Closing Date Liabilities set forth on the Parent Prepared Balance Sheet exceed the Adjusted Closing Date Liabilities set forth in Section 1.6(a) (such excess being referred to herein as the "Excess Liabilities") the Aggregate Consideration shall be reduced by the amount of such Excess Liabilities. Subject to this Section 1.13, in the event that the Adjusted Closing Date Liabilities set forth in Section 1.6(a) exceed the Adjusted Closing Date Liabilities set forth in the Parent Prepared Balance Sheet, the Aggregate Consideration shall be increased by the amount of such excess and the Parent shall promptly pay to each Company Shareholder (other than the Sachs Family Trust) its respective Pro Rata Portion of such excess in one-half (1/2) cash and one-half (1/2) shares of Parent Common Stock (valued at the Parent Stock Price). The Indemnification Representative shall deliver to Parent, by 5:00 p.m. Pacific Time on the forty-fifth (45th) day after delivery of the Parent Prepared Balance Sheet (such date being referred to herein as the "Objection Deadline Date"), either a written notice indicating that the Indemnification Representative accepts the Adjusted Closing Date Liabi...
Sample 1
Post-Effective Time Adjustments. The parties acknowledge and agree that each of the Partnerships has, prior to the Closing Date, been receiving revenues, making disbursements and incurring payables and receivables pursuant to its operations in the ordinary course since the Effective Time, including, without limitation, paying payroll, payroll taxes, trade vendors and other expenses. Each of the Partnerships will promptly account for all such activity and will remit to Newco any net profits made and other amounts, if any, due Newco with respect to such post-Effective Time activity. Furthermore, Newco shall reimburse the General Partner, the Limited Partner, Trevey and Xxxxxxxx for any cash contributions made by them to the Partnerships between the Effective Time and the Closing Date made on account of any cash basis net operating losses incurred by the Partnerships in the ordinary course of business between the Effective Time and the Closing Date. SIGNATURE PAGES CONTRIBUTION AND STOCK PURCHASE AGREEMENT
Sample 1
Post-Effective Time Adjustments. If between the Effective Time and the date the last non-dissenting shareholder of the Company surrenders his Company share certificates and becomes a record holder of Maxwxxx Common Stock (the "Surrender Date"), the outstanding shares of Maxwxxx Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, stock split, combination, exchange of shares or similar readjustment, or a stock dividend thereon shall be declared with a record date prior to the Surrender Date, then the shares or options of Company capital stock yet to be surrendered in exchange for Maxwxxx xxxital stock as provided in this Agreement shall be appropriately adjusted." 1.6 Section 5.8 of the Merger Agreement shall be deleted in its entirety and replaced with the following:
Sample 1
Post-Effective Time Adjustments. The parties acknowledge and agree ------------------------------- that AK has, prior to the Closing Date, been receiving revenues, making disbursements and incurring payables and receivables pursuant to the operations of AK in the ordinary course since September 1, 1997, including without limitation paying payroll, payroll taxes, trade vendors and other expenses. AK will promptly account for all such activity and the parties agree that Newco or AK, as applicable, will reimburse the other for any net amounts due with respect to such post-Effective Time activity.
Sample 1

Related to Post-Effective Time Adjustments

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).

  • Salary Adjustments At any time during the term of this Contract, the Board may, in its discretion, review and adjust the salary of the Superintendent, but in no event shall the Superintendent be paid less than the salary set forth in Section 3.1 of this Contract except by mutual agreement of the two parties. Such adjustments, if any, shall be made pursuant to a lawful Board resolution. In such event, the parties agree to provide their best efforts and reasonable cooperation to execute a new contract incorporating the adjusted salary.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Adjustment Due to Merger, Consolidation, Etc If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

  • Salary Adjustment The salary of an employee returning from uncompensated leave shall be adjusted to reflect all non-discretionary increases distributed during the period of leave. While on such leave, an employee shall be eligible to participate in any special salary incentive programs.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

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