Reductions in Merger Consideration Prior to the Closing Sample Clauses

Reductions in Merger Consideration Prior to the Closing. If the Closing Balance Sheet reveals liabilities (including deferred revenue) in excess of $500,000, the Cash Consideration shall be reduced by one dollar for every dollar of liabilities (including deferred revenue) greater than $500,000 on the Closing Balance Sheet.
Sample 1
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Reductions in Merger Consideration Prior to the Closing. If the Closing Balance Sheet reveals (i) trade payables and/or other debt in excess of $30,000 and/or (ii) cash and cash equivalents less than $0, 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 on the Closing Balance Sheet.
Sample 1
Reductions in Merger Consideration Prior to the Closing. If the Closing Balance Sheet of the Company (the “Closing Balance Sheet”) reveals less than an aggregate of $100,000 in Working Capital, the Cash Consideration shall be reduced by one dollar for every dollar of Working Capital less than $100,000 reflected in the Closing Balance Sheet.
Sample 1
Reductions in Merger Consideration Prior to the Closing. If the Closing Balance Sheet reveals (i) debt and/or prepayments to affiliates in excess of $______ or (ii) cash and cash equivalents less than $0 the Merger Consideration shall be reduced by one dollar for every dollar of debt in excess of $_____ and/or cash and cash equivalents less than $0 on the Closing Balance Sheet.
Sample 1

Related to Reductions in Merger Consideration Prior to the Closing

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

  • 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.

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

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

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

  • 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.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • 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.

  • 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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