Adjustment of Merger Consideration Sample Clauses

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. (i) As soon as practicable after the Measurement Date, but not later than five (5) Business Days thereafter, (A) Naked shall prepare and deliver to Bendon a statement (the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation of Naked’s Net Assets as of the Measurement Date (the “Naked Closing Net Assets”) and (B) Bendon shall prepare and deliver to Naked a statement (the “Bendon Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as of the Measurement Date (the “Bendon Closing Net Debt”). The Naked Net Assets Statement and the Bendon Net Debt Statement shall be derived utilizing United States generally accepted accounting principles (“U.S. GAAP”) and the international financial reporting standards (“IFRS”), respectively, consistent with the historical practice of Naked and Bendon, respectively, and shall be certified as being accurate and complete by Holdco’s independent registered public accounting firm. (ii) If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt as set forth in the Naked Net Assets Statement or the Bendon Net Debt Statement, respectively, the party that disagrees with the applicable Closing Statement (the “Disputing Party”) shall notify the party that prepared the applicable Closing Statement (the “Preparing Party”) of such disagreement in writing specifying in reasonable detail any and all items of disagreement (each, an “Item of Dispute”) within three (3) Business Days after its receipt of the applicable Closing Statement. In connection with the review of the Closing Statements and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by th...

Adjustment of Merger Consideration. Parent and the Company agree that if the aggregate Stock Consideration excluding fractional shares for which cash is to be received pursuant to this Agreement (“Net Stock Consideration”) (based on the last closing price per share of Parent Common Stock as reported on the NYSE composite transactions reporting system prior to the Closing) is less than 40% of the aggregate Base Merger Consideration (as defined below), then the aggregate Net Stock Consideration shall be increased to equal 40% of the aggregate Base Merger Consideration and the aggregate Cash Consideration, when combined with any cash paid in respect of Dissenting Shares (computed as set forth below) and any cash deemed paid in lieu of fractional shares, shall be decreased to 60% of the aggregate Base Merger Consideration, in each case determined by reference to such closing price, and such adjustments to the aggregate Merger Consideration shall be applied pro rata to the Merger Consideration payable in respect of each Share. For purposes of this Agreement, (i) the aggregate “Base Merger Consideration” shall mean the aggregate Merger Consideration (including any cash paid in lieu of fractional shares) plus cash paid in respect of Dissenting Shares, and (ii) the cash paid in respect of Dissenting Shares shall be deemed to be the aggregate market value (based on the last closing price per share of Parent Common Stock as reported on the NYSE composite transactions reporting system prior to the Closing) of the Merger Consideration that would have been paid in respect of such Dissenting Shares if the holders thereof had not elected to exercise their appraisal rights in respect of such Dissenting Shares. For the avoidance of doubt, in no event shall the provisions of this Section 4.1(d) cause the value of the aggregate Merger Consideration (with the aggregate Stock Consideration to be valued based on the last closing price per share of Parent Common Stock as reported on the NYSE composite transactions reporting system prior to the Closing) after giving effect to this Section 4.1(d) to exceed the aggregate Merger Consideration that would be paid absent the provisions of this Section 4.1(d).

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. 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. 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. (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. 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. Section 2.6.3.1 If the sum of the Closing Cash plus the Closing A/R, less the Closing A/P, less the Closing Transaction Expenses, as finally determined in accordance with this Section 2.6 (the “Final Closing Cash”), is less than the Target Closing Cash, then the Escrow Agent shall promptly remit to Parent, by wire transfer of immediately available funds, an amount equal to such deficiency from the Adjustment Escrow Fund on deposit pursuant to the Escrow Agreement; provided, however, that if the Adjustment Escrow Fund is not sufficient to make such payment in its entirety, then the Escrow Agent shall promptly remit to Parent, by wire transfer of immediately available funds from the Indemnity Escrow Fund on deposit pursuant to the Escrow Agreement, the amount by which the Adjustment Escrow Fund is less than such deficiency. If the Final Closing Cash, as finally determined in accordance with this Section 2.6, is greater than the Target Closing Cash, then Parent shall promptly remit to the former stockholders of the Company, via the Exchange Agent, and former holders of vested Company Options, via the payroll system of the Surviving Corporation or the respective Subsidiary of the Company, an aggregate amount equal to such excess. Section 2.6.3.2 The Escrow Agent shall promptly remit to the former holders of shares of Company Common Stock and vested Company Options the amounts remaining in the Adjustment Escrow Fund, if any, after first paying Parent the amount of any deficiency. All payments made pursuant to Section 2.6 shall be treated by the parties as adjustments to the Merger Consideration unless otherwise required by applicable law. All payments to the former holders of shares of Company Common Stock and vested Company Options shall be in accordance with each such holder’s Pro Rata Share of the Aggregate Merger Consideration.