Guaranteed Merger Consideration Adjustment Sample Clauses

The Guaranteed Merger Consideration Adjustment clause ensures that the amount paid to shareholders in a merger is adjusted to meet a predetermined minimum or specific criteria. In practice, this clause may require the purchase price to be increased if certain financial targets are not met or if unexpected liabilities arise before closing. Its core function is to protect shareholders from receiving less than the agreed-upon value, thereby allocating risk and ensuring fairness in the transaction.
Guaranteed Merger Consideration Adjustment. With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(ii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative not later than the tenth business day after the Event Date.
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Guaranteed Merger Consideration Adjustment. Parent guarantees that the Shareholders will, at Closing, receive shares of Common Stock of TCA Cable TV, Inc. ("Parent Common Stock") with a total market value at Closing equal to or greater than the Preliminary Merger Consideration, regardless of whether the Ten Day Average Price of Parent's Common Stock is below $50.00 per share (the "Guaranteed Merger Consideration"). Additionally, Parent guarantees that after Closing, in the event the merger agreement between Parent and Cox ▇▇▇munications, Inc., dated May 11, 1999 (the "Cox-TCA Merger Agreement") is terminated, and that following the announcement of such termination the price of Parent's Common Stock drops, Parent will deliver additional Parent Common Stock to the Shareholders such that the Shareholders will have the Guaranteed Merger Consideration.
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Related to Guaranteed Merger Consideration Adjustment

  • Merger Consideration Adjustment (a) Pre-Closing Statement. At least five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a statement, certified by an officer of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”).

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • 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.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.