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.
Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.
Adjustment to Merger Consideration. Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the value of the shares of Parent Common Stock issued by Parent as a result of the Merger, except as otherwise required by Law.
Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Capital Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.
Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Common Stock occurs as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose is established, the Merger Consideration and any other amounts payable pursuant to this Agreement will be appropriately adjusted; provided, however, that nothing in this Section 2.02(i) shall be construed to permit the Company to take any action that is otherwise prohibited by the terms of this Agreement.
Adjustment to Merger Consideration. (a) On the fifth (5th) Business Day preceding the Closing Date, the Company shall deliver to CEH LLC and the Designated Representative (i) an estimated balance sheet of the Company and Sea Coast (the "Estimated Aurora Balance Sheet") as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) a certificate which shall set forth (A) a good faith estimate of (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently applied.
(b) On the second Business Day prior to the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount (the "Estimated Employee Expense Amount").
(c) As soon as practicable, but no later than ninety (90) days after the Closing Date, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet of the Company and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date which shall be audited by Ernst & Young LLP, together with the related audit report of such firm (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied.
(d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves....
Adjustment to Merger Consideration. (i) If the Merger Consideration, as finally determined pursuant to Section 3.5(b), exceeds the Estimated Merger Consideration then, within three (3) Business Days after the date on which the Merger Consideration is finally determined:
(A) The Buyer shall issue to each Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration;
(B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration;
(C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration;
(D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i);
(E) the Company shall i...
Adjustment to Merger Consideration. The Per Share Merger Consideration and Per ADS Merger Consideration, as applicable, shall be adjusted appropriately to reflect the effect of any share split, reverse share split, share dividend (including any dividend or other distribution of securities convertible into Shares or ADSs, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares or ADSs, as applicable, effectuated after the date hereof and prior to the Effective Time, so as to provide the holders of Shares or ADSs, as applicable, with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration or Per ADS Merger Consideration, as applicable.
Adjustment to Merger Consideration. Amounts paid for indemnification under Article VIII shall be deemed to be an adjustment to the Merger Consideration, except as otherwise required by Law.
Adjustment to Merger Consideration. Without limiting the other provisions of this Agreement and other than as contemplated by this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of Company Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), division or subdivision of shares or other similar transaction, or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such change; provided, however, that nothing in this Section 3.1(d) shall permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement.
