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.
Adjustment of Merger Consideration. (a) Within 90 calendar days after the Closing Date, Discovery shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet.
(b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilit...
Adjustment of Merger Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Merger Consideration and any other dependent items shall be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent item, subject to further adjustment in accordance with this sentence.
Adjustment of Merger Consideration. (a) Subject to Sections 4(b) to 4(i) (inclusive) and Section 5, from time to time following the Effective Time, US Holdco may withdraw from the Account, amounts equal to 60% of the first $300,000,000 of Losses incurred after the time that Losses and Ancillary Expenses exceed $700,000,000 (calculated on a pre-tax basis), but in no event more than $180,000,000 (the "Total Amount").
(b) The Principal Stockholder will not have any liability with respect to the Princeton Note Matter under this Agreement or otherwise in excess of the Total Amount and any obligation of the Principal Stockholder under this Agreement shall be satisfied solely out of the Account.
(c) Except as otherwise specifically provided in this Agreement and Section 15 of the Stockholders Agreement, HSBC and US Holdco each acknowledges that it and its Subsidiaries, and to the full extent that HSBC or US Holdco has the legal authority to do so, their respective officers, directors, employees, stockholders (in their capacity as such) and representatives will have no remedy against any Principal Stockholder Entity with respect to any and all Losses arising directly or indirectly out of or relating to the Princeton Note Matter. In furtherance of the foregoing, HSBC and US Holdco each agrees, on behalf of itself and its Subsidiaries, and to the full extent that either has the legal authority to do so, their respective officers, directors, employees, stockholders (in their capacity as such) and representatives, to waive any and all rights, claims and causes of action they may have against any Principal Stockholder Entity, arising out of or relating directly or indirectly to the Princeton Note Matter. Except in the case of any Principal Stockholder Entity nothing herein is intended to waive any rights the Company, US Holdco or HSBC (or any of their respective Subsidiaries) may have against any other Person or any such Person in any other capacity.
(d) The final amount of the adjustment to the Merger Consideration resulting from any Loss and US Holdco's right to withdraw from the Principal Stockholder's Account provided under this Section 4 shall be (i) increased to take account of any net tax cost incurred by the Taxpayer arising from the receipt of payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit actually realized by the Taxpayer arising from the incurrence or payment of any such Loss. In computing the amount of any such tax cost or tax benefit...
Adjustment of Merger Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding shares of Company Common Stock shall have been changed into a different number of shares of Company Common Stock or a different class of capital stock of the Company by reason of any stock split, reverse stock split, stock dividend, distribution, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares of Company Common Stock or other similar transaction, the Merger Consideration and any other dependent items shall be appropriately adjusted to provide to the holders of shares of Company Common Stock, in the aggregate, the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent item, subject to further adjustment in accordance with this sentence.
Adjustment of Merger Consideration. The parties understand and agree that the per-share Merger Consideration has been calculated based upon the accuracy of the representation and warranty set forth in Section 4.3 and that, in the event the number of outstanding Company shares or Company shares issuable upon the conversion of securities or the exercise of options or other agreements exceeds the amounts specifically set forth in Section 4.3 (including as a result of any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or stock equivalent of the Company, recapitalization, or other like change occurring after the date of this Agreement), the per-share Merger Consideration shall be appropriately adjusted downward. The provisions of this Section 3.4 shall not, however, affect the representation and warranty set forth in Section 4.3.
Adjustment of Merger Consideration. If, after the date of this Agreement, but prior to the Effective Time, the shares of Acquiror Common Stock issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the capitalization of Acquiror (regardless of the method of effectuation of any of the foregoing, including by way of a merger or otherwise), increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then the applicable Merger Consideration shall be appropriately adjusted to provide the holders of Company Stock the same economic effect as contemplated by this Agreement prior to such event.
Adjustment of Merger Consideration. In the event of any reclassification, stock split, stock dividend or other general distribution of securities, cash or other property with respect to Common Stock (or if a record date with respect to any of the foregoing should occur) on or after the date of this Agreement and on or prior to the date of the Effective Time, appropriate and equitable adjustments, if any, shall be made to the calculation of the Merger Consideration and all references herein shall be deemed to be to the Merger Consideration as so adjusted.
Adjustment of Merger Consideration. In the event that pursuant to a transaction announced after the date hereof and becoming effective prior to the Effective Time (i) any distribution is made in respect of Parent Common Stock other than a regular quarterly cash dividend or (ii) any stock dividend, stock split, reclassification, recapitalization, combination or mandatory exchange of shares occurs with respect to, or rights (other than non-mandatory offers to exchange) are issued in respect of, Parent Common Stock, then, the Per Share Stock Amount shall be adjusted accordingly. In the event of a dividend or distribution to all holders of Parent Common Stock of any class of capital stock of Parent or any Subsidiary of Parent ("Adjustment Shares"), the record date for which is prior to the Effective Time (it is agreed that the appropriate adjustment, in addition to the right to receive the Per Share Stock Amount prior to such adjustment, shall be either, at Parent's option (provided that Parent shall use reasonable efforts to be able to elect (A) before electing (B)), (A) the right to receive, at the Effective Time, the number of Adjustment Shares that such recipient would have received in respect of the Per Share Stock Amount had such recipient owned the Per Share Stock Amount in Parent Common Stock as of the date of this Agreement and held such through the Effective Time or and no further adjustment shall be required under this Section 1.8 for such dividend or distribution, or (B) the right to receive an amount of Parent Common Stock equal in market value at the Effective Time to the market value at the Effective Time of the number of Adjustment Shares that would have been received in respect of the Per Share Stock Amount had the recipient thereof owned the Per Share Stock Amount in Parent Common Stock as of the date of this Agreement and held such through the Effective Time, and no further adjustment shall be required under this Section 1.8 for such dividend distribution. For the purposes of the prior sentence, "market value" means, with respect to any securities listed on a national securities exchange or quoted on an interdealer quotation system, the average of the closing prices on the five trading days prior to the Effective Time, or if not so listed, the fair market value of such securities reasonably determined by the Board of Directors of Parent on such date.
Adjustment of Merger Consideration. If, between the date of this Agreement and the Effective Time, the issued and outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Merger Consideration shall be appropriately adjusted to provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration, subject to further adjustment in accordance with this sentence.
