Common use of Post-Closing Merger Consideration Adjustment Clause in Contracts

Post-Closing Merger Consideration Adjustment. The Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) If the Final Adjustment Amount is a negative number, then (A) the Merger Consideration shall be adjusted downwards in an amount equal to the absolute value of the Final Adjustment Amount (the “Parent Final Balance Sheet Reduction Amount”) and (B) (1) if the Parent Final Balance Sheet Reduction Amount is equal to or greater than the Holdback Amount, then Parent shall retain the entire Holdback Amount and the parties shall have the rights and responsibilities with respect to the amount equal to the excess of the Parent Final Balance Sheet Reduction Amount over the Holdback Amount as are provided in Article 7 and (2) if the Parent Final Balance Sheet Reduction Amount is less than the Holdback Amount, then, subject to Section 7.4, Parent shall retain that portion of the Holdback Amount equal to the Parent Final Balance Sheet Reduction Amount and pay an amount equal to the excess of the Holdback Amount over the Parent Final Balance Sheet Reduction Amount to the Securityholders (other than holders of any Dissenting Shares) in accordance with Section 2.6(b)(i)(B), Section 2.6(d)(i)(B), Section 2.7(d)(iii) and Section 2.12. (ii) If the Final Adjustment Amount is a positive number (or zero), then (A) the Merger Consideration shall be adjusted upwards in an amount equal to the Final Adjustment Amount (if any) (the “Parent Final Balance Sheet Adjustment Payment Amount”) and (B) subject to Section 7.4, Parent shall pay or cause to be paid to the Securityholders (other than the holders of any Dissenting Shares) the Parent Final Balance Sheet Adjustment Payment Amount (if any) and the Holdback Amount in accordance with Section 2.6(b)(i)(B), Section 2.6(d)(i)(B), Section 2.7(d)(iii) and Section 2.12. (iii) Amounts to be paid pursuant to subclause (i) and (ii) above shall bear interest from the Closing Date to the date of such payment at a rate equal 5% per annum. (iv) Payments in respect of subclause (ii) above shall be made within three Business Days of the determination of the Final Closing Date Balance Sheet pursuant to this Section 2.13 by wire transfer of United States dollars in immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date.

Post-Closing Merger Consideration Adjustment. The Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) If the Final Adjustment Amount is a negative number, then (A) the Merger Consideration shall be adjusted downwards in an amount equal to the absolute value of the Final Adjustment Amount (the “Parent Final Balance Sheet Reduction Amount”) and (B) (1) if the Parent Final Balance Sheet Reduction Amount is equal to or greater than the Holdback Amount, then Parent shall retain the entire Holdback Amount and the parties shall have the rights and responsibilities with respect to the amount equal to the excess of the Parent Final Balance Sheet Reduction Amount over the Holdback Amount as are provided in Article 7 8 and (2) if the Parent Final Balance Sheet Reduction Amount is less than the Holdback Amount, then, subject to Section 7.48.4, Parent shall retain that portion of the Holdback Amount equal to the Parent Final Balance Sheet Reduction Amount and pay an amount equal to the excess of the Holdback Amount over the Parent Final Balance Sheet Reduction Amount to the Securityholders (other than holders of any Dissenting Shares) in accordance with Section 2.6(b)(i)(B2.6(b)(i)(C), Section 2.6(d)(i)(B), Section 2.7(d)(iii2.7(d)(iv) and Section 2.12. (ii) If the Final Adjustment Amount is a positive number (or zero), then (A) the Merger Consideration shall be adjusted upwards in an amount equal to the Final Adjustment Amount (if any) (the “Parent Final Balance Sheet Adjustment Payment Amount”) and (B) subject to Section 7.48.4, Parent shall pay or cause to be paid to the Securityholders (other than the holders of any Dissenting Shares) the Parent Final Balance Sheet Adjustment Payment Amount (if any) and the Holdback Amount in accordance with Section 2.6(b)(i)(B2.6(b)(i)(C), Section 2.6(d)(i)(B), Section 2.7(d)(iii2.7(d)(iv) and Section 2.12. (iii) Amounts to be paid pursuant to subclause (i2.13(b)(i) and (ii) above shall bear interest from the Closing Date to the date of such payment at a rate equal 5% per annum. (iv) Payments in respect of subclause (i) or (ii) above shall be made within three Business Days of the determination of the Final Closing Date Balance Sheet pursuant to this Section 2.13 by wire transfer of United States dollars in immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (v) Representative’s Holdback Expenses, if any, in an amount not to exceed $10,000, shall be paid out of the Holdback Amount prior to any disposition of any portion of the Holdback Amount under Section 2.13(b)(i) or (ii).