Reductions in Merger Consideration After Closing Sample Clauses

Reductions in Merger Consideration After Closing. If the Audited Balance Sheet reveals (i) trade payables and/or debt in excess of $30,000 that was not reported on the Closing Balance Sheet and/or (ii) cash and cash equivalents less than $0 not reported on the Closing Balance Sheet, the Merger Consideration shall be reduced by one dollar for every dollar of trade payables and/or debt in excess of $30,000 and/or cash and cash equivalents less than $0 reported on the Closing Balance Sheet.
Sample 1
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Reductions in Merger Consideration After Closing. If the Audited Balance Sheet reveals Assumed Liabilities greater than the Assumed Liabilities reported on the Closing Balance Sheet, the Acquisition Note Consideration and Convertible Note Consideration shall each be reduced by $0.50 for every dollar of Assumed Liabilities reported on the Audited Balance Sheet and not disclosed on the Closing Balance Sheet. Notwithstanding the foregoing, no adjustments shall be made to the Acquisition Note Consideration and Convertible Note Consideration if the Audited Balance Sheet reveals Assumed Liabilities less than $872,796.
Sample 1
Reductions in Merger Consideration After Closing. If the Audited Balance Sheet of the Company reveals less than an aggregate of $100,000 of Working Capital not reported on the Closing Balance Sheet, the Stock Consideration (or Company Stockholder may elect to pay in cash at his sole discretion) shall be reduced by one dollar for every dollar Working Capital less than $100,000 reflected in the Closing Balance Sheet.
Sample 1
Reductions in Merger Consideration After Closing. If the Audited Closing Balance Sheet (as defined below) reveals (i) long-term debt in excess of $210,000, (ii) cash and cash equivalents less than $1,550,000 or (iii) an Adjusted Working Capital Deficit (as defined herein), the General Escrow Cash shall be reduced by one dollar for every dollar of long-term debt in excess of $210,000, cash and cash equivalents less than $1,550,000 and/or Adjusted Working Capital Deficit on the Audited Closing Balance Sheet up to a maximum of $250,000.
Sample 1
Reductions in Merger Consideration After Closing. In the event the Reviewed Balance Sheet reveals a Working Capital Deficit in excess of $350,000, Company Parent shall surrender the certificate representing the Stock Consideration that was issued at the Closing, the Buyer shall offset the additional excess amount against the Stock Consideration and Buyer shall issue a new certificate representing the Stock Consideration as adjusted.
Sample 1
Reductions in Merger Consideration After Closing. If the Audited Balance Sheet reveals (i) deferred revenue or (ii) a Working Capital Deficit (as defined herein) greater than reported on the Closing Balance Sheet, each of the Acquisition Note Consideration and the Convertible Note Consideration shall be reduced by $0.50 for every dollar of deferred revenue and/or Working Capital Deficit reported on the Audited Balance Sheet and not disclosed on the Closing Balance Sheet.
Sample 1

Related to Reductions in Merger Consideration After Closing

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • 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.

  • Unclaimed Merger Consideration Any portion of the Merger Consideration delivered to the Exchange Agent by SCB pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC for twelve (12) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving Corporation. Any former shareholders of CBC who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation for the consideration deliverable in respect of each share of CBC Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Common Stock would otherwise escheat to any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of the Surviving Corporation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Laws. SCB and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Merger Closing The Merger shall have been consummated.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

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