Merger Consideration Adjustment definition

Merger Consideration Adjustment shall have the meaning set forth in Section 3.02(a).

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.

Merger Consideration Adjustment as defined in Section 2.1(e)(ii);

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).

• Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Shareholders to CCC.

• If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Shareholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Shareholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Shareholders.

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 is equal to the excess, if any, of the Debt Variance over the Net Assets Variance, such that (i) if the Debt Variance exceeds the Net Assets Variance (each, as determined in accordance with Section 3.1(b)), then the Merger Consideration Adjustment is equal to the amount of such excess or (ii) if the Debt Variance is zero (0) or, if greater than zero (0), is equal to or less than the Net Assets Variance (each, as determined in accordance with Section 3.1(b)), then the Merger Consideration Adjustment is equal to zero (0).

Merger Consideration Adjustment has the meaning set forth in Section 2.16(a)(ii) of this Agreement.

Merger Consideration Adjustment has the meaning set forth in Section 2.7(f)(i) below.

Merger Consideration Adjustment is defined in Section 2.4.2.

Merger Consideration Adjustment means any adjustment to the Merger Consideration pursuant to Exhibit A.