Transaction Adjustments. For the avoidance of doubt, the payments that are made between the Parties pursuant to Sections 1.06, 1.07, and 1.08 will be treated as purchase price adjustments for tax purposes with any payments made by the Securityholders pursuant to such sections treated as the purchase of additional Parent Common Shares.
Transaction Adjustments. Transaction adjustments are necessary to reflect the acquisition consideration exchanged and to adjust amounts related to the tangible and intangible assets and liabilities of KES, JJS, and XXX to a preliminary estimate of their fair values, and to reflect the impact on the statements of operations as if the Transaction had occurred during those periods. Balance Sheet Adjustments
Transaction Adjustments. To the extent not reflected in the amount set forth as the “Total stockholders’ equity” on the 2010 Audited Balance Sheet, the following adjustments to such amount shall be made, net of any associated tax benefits (which will be calculated at a tax rate of 36%): • A decrease for the amount of Company SAR liability as of December 31, 2010, including (a) the existing Company SAR compensation payable as of December 31, 2009, (b) the amount of additional Company SAR compensation payable attributable to Income and Other Comprehensive Income for the fiscal year ended December 31, 2010 and (c) the accrual of Company SAR expense as a result of the transactions contemplated by this Agreement. • A decrease for the aggregate amount of all installment payment amounts to be paid to certain retirees of the Company and its Subsidiaries for shares of capital stock of the Company redeemed by such retirees, including with respect to (i) appreciation of the fair value of Shares for the fiscal year ended December 31, 2010 and (ii) any additional appreciation of the fair value of Shares as a result of the transactions contemplated by this Agreement. • A decrease for the aggregate amount of all amounts to be paid to certain former holders of Shares and ESOP participants that redeemed such Shares on or after June 14, 2010 (other than any such redemptions that were not made at the election of the holder of such Shares) in an amount per Share equal to the excess of (i) the value per Share that would have been paid to such redeeming shareholder had such shareholder owned such Share as of immediately prior to the Effective Time over (ii) the amount paid by the Company to such redeeming shareholder upon redemption of such Share. • An increase or decrease, as applicable, to reflect actual MPCI underwriting results as determined on or before May 31, 2011 to the extent such results differ from the MPCI results reflected in the amount set forth as “Total stockholders’ equity” on the 2010 Audited Balance Sheet. • An increase or decrease, as applicable, to reflect actual 2010 agent profit sharing commission payments/accruals as determined on or before May 31, 2011 to the extent such results differ from the results reflected in the amount set for as “Total stockholders’ equity” on the 2010 Audited Balance Sheet. • A decrease for each of the following expenses relating to the transactions contemplated by this Agreement: • Expenses associated with the winding up and termination of any defined...
Transaction Adjustments. 15.1. Quotes available on the Platform may be quotes created by the Company as data pro- cessed on the basis of market information publicly available and information from quote sources (third parties that provide the Company with information regarding prices avail- able on the market at a given time). Quotes available on the Platform may also be quotes directly from quote sources.
Transaction Adjustments
