Merger Consideration Adjustment shall have the meaning set forth in Section 3.02(a).
Merger Consideration Adjustment as defined in Section 2.1(e)(ii);
Merger Consideration Adjustment means an amount per Share, Class A Exchanged Share and Class B Exchanged Share, as the case may be, calculated by adding (1) all unpaid Initial Adjustment Amounts divided by the number equal to the number outstanding immediately prior to the Effective Time (but after the Exchange Date and before the cancellation of the Restricted Stock under Section 2.06), of (i) Exchanged Shares, (ii) Class A Exchanged Shares and Class B Exchanged Shares, (iii) Shares subject to Cash Out Options, (iv) Shares subject to Options with an exercise price below the Merger Consideration (after giving effect to Adjustment Amounts previously paid or being paid to such Option holder at the time of the calculation) and (v) 10% of the Shares of New Restricted Stock ( as defined herein) (clauses (i), (ii), (iii), (iv) and (v) together, the "Initial Denominator") and (2) all unpaid Subsequent Adjustment Amounts divided by the Denominator (as defined herein). "Denominator" shall mean a number equal to sum of (i) the Initial Denominator and (ii) 90% of the Shares of the Restricted Stock outstanding immediately prior to the Effective Time and before the cancellation of the Restricted Stock under Section 2.06(b). To the extent any part of the Merger Consideration Adjustment is received prior to the Effective Time, that part of the Merger Consideration Adjustment shall be paid with the Base Merger Consideration, Class A Base Merger Consideration and Class B Base Merger Consideration, as the case may be, in accordance with Section 2.07. To the extent any part of the Adjustment Amount is received after the Effective Time, that part of the Merger Consideration Adjustments shall be paid by the Surviving Corporation at the 30th day after the earlier of (i) receipt by the Surviving Corporation of proceeds representing Adjustment Amounts aggregating $5.0 million in excess of previously paid Adjustment Amounts and (ii) the date upon which all amounts which could represent an Adjustment Amount are received by the Company or the Surviving Corporation, as the case may be. Payment of Merger Consideration Adjustments shall be without interest thereon.
Examples of Merger Consideration Adjustment in a sentence
The independent accounting firm shall make its determination of the Merger Consideration Adjustment, if any, within thirty (30) days of its selection.
The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market.
The term "Proposed Merger Consideration Adjustment" shall have the meaning set forth in Section 2.11(b).
The Merger Consideration Adjustment shall take account of the reduction, if any, to the Merger Consideration already taken pursuant to Section 2.2(c)(i).
Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Shareholders to CCC.
More Definitions of Merger Consideration Adjustment
Merger Consideration Adjustment means any adjustment to the Merger Consideration made pursuant to Section 1.5(e).
Merger Consideration Adjustment has the meaning set forth in Section 2.7(a).
Merger Consideration Adjustment means, subject to final determination based on the Final Closing Date Balance Sheet, the aggregate of (A) the amount by which the Closing Date Debt exceeds $2,000,000, and (B) either (1) increased by the amount, if any, by which theClosing Date Net Working Capital is less than $1,351,000, or (2) decreased by the amount, if any, by which the Closing Date Net Working Capital is in excess of $1,351,000.
Merger Consideration Adjustment shall be an amount equal to (x) the number of Company Stock Options outstanding as of the date of this Agreement times (y) the difference of the Per Share Merger Consideration less the Average Exercise Price.
Merger Consideration Adjustment has the meaning set forth in Section 2.3.4 hereof.
Merger Consideration Adjustment means an amount equal to (a) $12,400,000 minus (b) $12,400,000 multiplied by a fraction, the numerator of which shall equal the Adjusted Shareholders’ Equity on the Determination Date, and the denominator of which shall equal the Minimum Shareholders’ Equity.
Merger Consideration Adjustment has the meaning set forth in Section 2.7(f)(i) below.