Adjustment to Merger Consideration Sample Clauses

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) Subject to 6.13(b), for all Tax purposes, to the extent permitted by applicable law, any payment by Acquiror or Parent under this Agreement shall be treated as an adjustment to the consideration payable upon consummation of the Merger. (b) If the Internal Revenue Service (the "IRS") (or similar taxing authority) issues a written notice of proposed adjustment (an "Adjustment Notice") (or similar notice) with respect to characterization of an indemnity payment as a Purchase Price adjustment (the "Characterization Issue"), the Acquiror shall notify Parent as soon as practicable but no later than ten business days after the Acquiror's (or any of its Affiliates) receipt of such Adjustment Notice. In the event of any IRS or other proceedings related to a Characterization Issue, Acquiror shall permit Parent to provide comments which shall be considered in good faith (solely with respect to the Characterization Issue), provided, however, that Acquiror shall control all such proceedings. At its sole option, Acquiror may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of a Characterization Issue and shall be entitled to settle or contest such Characterization Issue, as the case may be; provided, however, that if Parent elects by written notice to Acquiror to fund Acquiror's reasonable expenses with respect to any IRS or other proceeding, Acquiror shall use reasonable commercial efforts to uphold the characterization of the indemnity payment as an adjustment to the Purchase Price, but shall not be required to litigate such treatment unless Parent provides Acquiror with a written opinion of counsel selected by Parent, but reasonably acceptable to Acquiror, that the characterization of the indemnity payment will more likely than not be treated as an adjustment to the Purchase Price. If and to the extent that the treatment of an indemnification payment as an adjustment to the Purchase Price is finally determined to be erroneous pursuant to this Section 6.13, the indemnifying party shall be required to pay to the indemnified party the liability for any Taxes incurred by the indemnified party as a result of the receipt of the indemnity payment.

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. 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. (i) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Deficit, Parent and the Shareholder Representative shall, within three (3) Business Days after the date of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration Deficit, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Deficit from the Adjustment Escrow Account. Any remaining shares in the Adjustment Escrow Account shall be released to the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of Subordinate Voting Shares to satisfy the Merger Consideration Deficit, then the Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the maximum amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A. (ii) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (3) Business Days after the date of such determination pay to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to the Merger Consideration Surplus.

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. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, there shall be any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to the Effective Time, the Merger Consideration as provided in Section 3.01(c) shall be equitably adjusted, without duplication, to reflect the economic effect thereof.

Adjustment to Merger Consideration. (a) The Cash Consideration and Stock Consideration components of the Merger Consideration payable prior to the adjustments set forth in Sections 2.2(a) and 2.2(b) shall be equally reduced on a dollar-for-dollar basis by the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-balance sheet obligations (exclusive of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand and no/100 Dollars ($2,530,000.00) as of the Closing Date. The amount of such outstanding liabilities and obligations shall be evidenced by a balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared in accordance with Miva's customary historical practices, which shall be delivered by the chief financial officer of Miva to the chief financial officer of FindWhat and each Miva Principal Stockholder no later than three business days prior to the Closing Date (the "Preliminary Liabilities Statement"). (b) Miva shall prepare and deliver to FindWhat and each of the Miva Principal Stockholders on the 30th calendar day following the Closing Date an updated balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared by the chief financial officer of Miva in accordance with Miva's customary historical practices (the "Post-Closing Liabilities Statement"). (c) FindWhat may review the Post-Closing Liabilities Statement for a period of up to 30 calendar days following the Closing Date. Miva shall reasonably cooperate with FindWhat to permit FindWhat and its representatives to conduct such review, including but not limited to providing FindWhat with reasonable access to Miva's books and records used in preparation of the Liabilities Statement. Within 30 calendar days after FindWhat's receipt of the Post-Closing Liabilities Statement, FindWhat shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement with the Post-Closing Liabilities Statement, specifying in reasonable detail all disputed items and the basis therefore (the "Notice of Disagreement"). (d) In the event of a disagreement, FindWhat and the Miva Principal Stockholders will collectively use their reasonable best efforts to resolve such disagreement. If such disagreement is so resolved within 15 calendar d...