Reduction in Merger Consideration Sample Clauses

The "Reduction in Merger Consideration" clause allows for the adjustment of the total payment or compensation to be received by shareholders or stakeholders in a merger transaction. Typically, this clause is triggered if certain adverse events occur before the deal closes, such as a decline in the target company's financial performance, the discovery of undisclosed liabilities, or failure to meet specified conditions. By providing a mechanism to decrease the agreed-upon consideration, this clause protects the acquiring party from overpaying and ensures that the final terms reflect the actual value and risk profile of the target at closing.
Reduction in Merger Consideration. In the event that less than 100 percent of the issued and outstanding common shares of either AEGY or SK3 are exchanged for the Merger Consideration, then the AEGY Merger Consideration or the SKTO Merger Consideration, as the case shall be, shall be reduced proportionately in the ratio of the number of common shares of AEGY or SK3 being exchanged in the Merger for the AEGY Merger Consideration or the SKTO Merger Consideration, as the case may be, to the total number of shares of either AEGY or SK3 issued and outstanding on a Fully Diluted basis immediately prior to the Effective Time.
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Reduction in Merger Consideration. If on or before September 30, 2001 Xtreme Global Communications (S) Pte Ltd or Xtreme Global Communications SDN BHD (collectively, "Xtreme") do not complete the acquisitions of all of the Singapore and Malaysian assets to be acquired from Xpedite Systems, Inc. ("Xpedite") by Xtreme, including receipt of all governmental licenses necessary to offer the services offered by Xtreme (the "Xtreme Assets"), the cash portion of the Purchase Price payable at the Closing, the Closing Share Payment and the Note shall be subject to reduction as follows: (A) the cash portion of the Purchase Price shall be SIX HUNDRED NINETY FOUR THOUSAND ONE HUNDRED SEVENTEEN UNITED STATES DOLLARS ($694,117); (B) the Note shall be SEVEN MILLION SIX HUNDRED THIRTY FIVE THOUSAND TWO HUNDRED NINETY FOUR UNITED STATES DOLLARS ($7,635,294); and (C) the Closing Share Payment shall be FIFTEEN MILLION SEVEN HUNDRED FIFTY SIX THOUSAND SEVEN HUNDRED FIVE (15,756,470) shares of Parent Common Stock.
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Reduction in Merger Consideration. After deducting the Holdback Amount pursuant to Section 2.5, in calculating the Merger Consideration, the following shall be subtracted from the Enterprise Value (each, a "MERGER CONSIDERATION REDUCTION" and together, the "MERGER CONSIDERATION REDUCTIONS"): (a) with respect to the Company Stock Options, (i) $200,000 to cover all reasonable fees, costs and expenses incurred by or on behalf of Parent in connection with converting and exchanging the Company Stock Options into the Converted Options pursuant to Section 2.3 and fulfilling its obligations thereunder (the "OPTION ADMINISTRATION FEE"); and (ii) the aggregate in-the-money value for all Converted Options; (b) the Severance Payments payable pursuant to Section 11.4; (c) the Existing Liabilities, less cash and specified accounts receivable reflected on the Closing Balance Sheet, calculated as set forth in Section 2.4(c) of the Parent Disclosure Schedules (the "ADJUSTMENT AMOUNT"). (d) $100,000 to cover Registration Expenses incurred in connection with Parent's obligations under Section 11.5; (e) the insurance premiums paid pursuant to Section 7.3; and (f) with respect to the failure to satisfy the condition set forth in Section 9.6, the amount equal to $19,500,000 less the Closing Inventory; provided, however, that in the event that the Closing Inventory shall be equal to or less than $19,000,000 (the "CLOSING INVENTORY MINIMUM"), then, at the option of Parent, Parent may terminate this Agreement pursuant to Section 12.1(i).
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Reduction in Merger Consideration. If any Arbitration Award rendered pursuant to the Arbitration of a Price Adjustment Claim finds that Intuit has actually incurred Actual Damages and/or will incur Future Damages, then the Merger Amount (as defined in Section 1.13 hereof) shall, subject to the following provisions of this Section 11.2.3, be adjusted by being reduced, dollar-for-dollar, by the sum of the Actual Damages and Future Damages, determined by such Arbitration Award and the resulting adjusted Merger Amount shall be used to calculate the Unadjusted Conversion Number and hence the Series A Preference Conversion Number, the Participation Conversion Number and the Preferred Participation Conversion Number for all purposes of determining the conversion of GALT Stock pursuant to Section 2.1.3 and the assumption and conversion of GALT Options pursuant to Section 2.2 hereof. The determination of Actual Damages and/or Future Damages in any Arbitration Award shall be conclusive and binding on the parties. Notwithstanding the foregoing, there shall be no adjustment to the Merger Amount by virtue of an Arbitration Award unless and until the aggregate cumulative sum of all Actual Damages plus all Future Damages determined by such Arbitration Award and any prior Arbitration Awards exceeds a cumulative total of One Hundred Thousand Dollars ($100,000), in which event the Merger Amount shall be adjusted by being reduced, dollar-for-dollar, by the full cumulative aggregate amount of all Actual Damages plus all Future Damages determined by all Arbitration Awards.
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Reduction in Merger Consideration. (i) Subject to the waiver rights of Parent and Newco set forth in Section 7.1(k), the amount, $23.25, used in Section 2.1(b)(i) will be reduced by a per share amount equal to the amount that is (A), subject to subsection (g)(iii), 79.89% of the Extraordinary Payments Amount (as hereinafter defined) divided by (B) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; and (ii) Subject to the waiver rights of Parent and Newco set forth in Section 7.1(k), the amount, $23.25, used in Section 2.1(b)(ii) will be reduced by a per share amount equal to the amount that is (A) subject to subsection (g)(iii), 6.12% of the Extraordinary Payments Amount divided by (B) the aggregate number of shares of Company Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time. (iii) The percentages set forth in subsections (g)(i) and (g)(ii) shall be adjusted to take into account any splits, combinations or reclassifications of any equity interests or shares of capital stock, issuances of any other securities in respect of, in lieu of or in substitution for the Company's or any of its Subsidiaries' equity interests or capital stock, conversions of securities, exercise of stock options or other permitted changes in the number of outstanding shares of Company Common Stock or Company Convertible Preferred Stock.
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Related to Reduction in Merger Consideration

  • 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.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • 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.

  • 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.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.