Additional Purchase Price Adjustment. (a) Seller acknowledges that the fundamental economic benefits that Purchaser expects to receive from the Transaction are predicated on the Business having a sales perimeter of at least the 2017 Volume Threshold Amount in the 2017 calendar year, and that the covenants and agreements set forth in this Section 1.15 are essential to allow Purchaser to achieve these fundamental economic benefits.
(b) Set forth on Schedule 1.15(b) is a list of the identified volume of cans and ends (“Units”) expected to be sold by the Business in the 2017 calendar year, including the customers to which such Units will be sold, the Facility in which such Units are manufactured and from which they will be shipped to such customers.
(c) As promptly as practicable after December 31, 2017 (but in any event by March 15, 2018), Purchaser shall deliver to Seller a report (the “2017 Actual Volume Report”) setting forth the aggregate number of Units actually sold, brokered, assigned to, or contract manufactured by Purchaser or its Affiliates (including the Purchased Entities) from the Facilities during the 2017 calendar year (the “2017 Actual Volume”). If Seller has any objections to the amounts reflected in the 2017 Actual Volume Report, it shall notify Purchaser in writing of its objections within 30 days of its receipt of such report, in which case, the provisions of Section 1.6(e) shall apply mutatis mutandi to the resolution of any such dispute. If Seller has not objected to such report within such 30 day period, the 2017 Actual Volume shall be deemed to be as reflected in such report delivered by Purchaser.
(d) If the 2017 Actual Volume is deemed or determined to be less than the 2017 Volume Threshold Amount, then no later than 10 Business Days following the later of (i) Seller’s receipt of such report (if Seller has not objected thereto) or (ii) the final determination of the 2017 Actual Volume in accordance with Section 1.15(c), Seller shall pay to Purchaser an amount equal to the 2017 Volume Shortfall Amount; provided that in no event shall the payment to be made by Seller to Purchaser under this subsection (d) exceed $75 million.
(e) If the 2017 Actual Volume is deemed or determined to be greater than the 2017 Volume Threshold Amount then, subject to Section 1.15(f), no later than 10 Business Days following the later of (i) Seller’s receipt of such report (if Seller has not objected thereto) or (ii) the final determination of the 2017 Actual Volume in accordance with Section 1....
Additional Purchase Price Adjustment. The Purchase Price (as previously adjusted, if applicable) will be adjusted as and to the extent provided in Exhibit 2.10.
Additional Purchase Price Adjustment. (a) The parties agree that following the Closing, in addition to any adjustment to the aggregate consideration payable in connection with the Merger pursuant to Section 1.7, the aggregate consideration payable in connection with the Merger shall be subject to increase as follows: if: (A) one or more HHNEC Recognition Events (as defined in Section 1.8(c)(vi)) occurs with respect to Parent, the Surviving Corporation or any Affiliate of Parent or the Surviving Corporation (collectively, the “HHNEC Entities”); and (B) the aggregate amount of the HHNEC Proceeds (as defined in Section 1.8(c)(v)) recognized by the HHNEC Entities from all such HHNEC Recognition Events exceeds $10,000,000, Parent shall become obligated to pay (at the time or times set forth in Section 1.8(b)) cash in an amount equal to 50% of the excess of (1) the HHNEC Proceeds over (2) $10,000,000 (any such payment that Parent becomes so obligated to make, an “HHNEC Payment”) to the Stockholders’ Representative for distribution to the Escrow Participants as provided in Sections 1.5(a)(ii)(J), 1.5(a)(iii)(J) and 1.6(a)(x) (as the case may be). Notwithstanding the foregoing: (x) in the case of an HHNEC Recognition Event described in Section 1.8(c)(vi)(A) or Section 1.8(c)(vi)(B) or, to the extent Parent receives Freely-Tradable Securities (as defined in Section 1.8(c)(iii)) as a result thereof, Section 1.8(c)(vi)(C) or Section 1.8(c)(vi)(D) below, Parent may (at its sole option) make any HHNEC Payment required to be made hereunder as a result of such event by distributing Freely-Tradable Securities to the Stockholder Representative for distribution to the Escrow Participants, such Freely-Tradable Securities to be valued for such purpose based on their Fair Market Value (as defined in Section 1.8(c)(ii) determined (in accordance with Section 1.8(c)(ii)(B)) on the date that such Freely-Tradable Securities are delivered to the Stockholders’ Representative for distribution to the Escrow Participants; (y) in the case of an HHNEC Recognition Event described in Section 1.8(c)(vi)(A) below, Parent may (at its sole option) make any HHNEC Payment required to be made hereunder as a result of such event by distributing the consideration received by the HHNEC Entity with a Fair Market Value equal to the HHNEC Payments to be made in kind to the Stockholder Representative for distribution to the Escrow Participants or, at the Stockholder Representative’s election, sale thereof and distribution of the proceeds the...
Additional Purchase Price Adjustment. In the event that the condition set forth in Schedule 2 to this Amendment No. 1 has not been satisfied on or before the Closing Date, the wording of clause A of the definition of "Initial Merger Consideration" in Article I of the Merger Agreement shall be amended automatically, without the need of further action by any party hereto, to delete the words "four hundred twenty million dollars ($420,000,000)" and to insert, in substitution therefor, the words "four hundred seventeen million five hundred thousand dollars ($417,500,000)."
Additional Purchase Price Adjustment. In the event the Closing occurs after the Trigger Date (as defined below), then the Purchase Price shall be increased by $33,699 per day from the Trigger Date through the Closing Date; provided, however, no amount shall be due and payable under this Section 1.3 with respect to any day that is more than 365 days following the Trigger Date or if this Agreement is terminated under Section 8.1 hereof. For purposes of this Agreement, the "Trigger Date" shall be the later of (i) December 31, 2002, (ii) the date on which Seller is capable (without further action by any third party) of completing performance in all material respects of its agreements and covenants contained in or contemplated by this Agreement which are required to be performed by it at or prior to the Closing and (iii) the date which is ninety (90) days following the date on which the Illinois Commerce Commission ("ICC") grants its approval of the transaction contemplated by this Agreement.
Additional Purchase Price Adjustment. In the event that subsequent to the execution of the Employment Agreement but prior to the one (1) year anniversary of the date hereof (the “Contingent Employment Term”), Xxxxxx X. X’Xxxxx (“X’Xxxxx”) either resigns as an employee of the Company (other than a resignation pursuant to Section 2.04(a)(ii)) or is terminated for Cause (as such term is defined in the Employment Agreement) (either, a “Termination Event”), then the principal amount under the Note issued to X’Xxxxx shall be reduced as follows:
(i) if any such Termination Event occurs on or prior to the six (6) month anniversary of the Closing Date, the first installment under the Note issued to X’Xxxxx shall be deemed forfeited by X’Xxxxx, and X’Xxxxx shall have no right to receive the first installment under the Note issued to X’Xxxxx; or (ii) if any such Termination Event occurs after the six (6) month anniversary of the Closing Date (but during the Contingent Employment Term), then the first installment under the Note issued to X’Xxxxx shall be reduced to an amount equal to the product determined by multiplying the amount of the first installment otherwise payable to X’Xxxxx under his Note (subject to any reductions pursuant to Article VI hereof) by a fraction, the numerator of which is the number of calendar days lapsed since the Closing Date and the date of the Termination Event and the denominator of which is three hundred sixty-five (365).
Additional Purchase Price Adjustment. (a) The parties acknowledge that the Purchase Price is based on the assumption that no major Seller customer agreement (verbal or written) with Acushnet Company will be terminated prior to the two-year anniversary of the Closing Date.
(b) In the event that Acushnet Company has not made a written commitment on or before June 1, 2007, to include an equal or greater number (as compared to the 2006/2007
Additional Purchase Price Adjustment. The parties agree to adjust the Purchase Price by an amount equal to fifty (50) percent of any Taxes borne by Buyer pursuant to Section 2.7 other than value added Tax or any substantially equivalent Tax (such amount, the "Additional Purchase Price Adjustment"). The Additional Purchase Price Adjustment shall be calculated on an after-tax basis (taking into account tax deductions or credits available in any jurisdiction in which the Taxes borne by Buyer pursuant to Section 2.7 are deductible or creditable) as described in this Section 11.13.
(a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller for its review and comment a statement in the form of Schedule 11.13 setting forth (i) all Taxes paid or accrued by Buyer pursuant to Section 2.7, less (ii) the reasonably expected value of any deductions, accruals or credits to be realized by Buyer in respect of such Taxes.
(b) Buyer and Seller shall make good faith efforts to agree to the amount of the Additional Purchase Price Adjustment within sixty (60) days after the Closing Date.
(c) Not later than ten (10) days after the parties finalize the amount of the Additional Purchase Price Adjustment, Seller shall pay the Additional Purchase Price Adjustment to Buyer by wire transfer of immediately available funds to such bank account as Buyer shall designate in writing to Seller.
Additional Purchase Price Adjustment. Dispute Resolution — Applicable NAV, Losses/Gains, etc.
Additional Purchase Price Adjustment. Buyer and Seller acknowledge their difference of opinion as to the value of the Assets purchased hereunder and therefore have agreed to a further, and contingent, Purchase Price adjustment in accordance with the provisions of this Section 1.9. Buyer shall pay to Sellers in respect of each calendar quarter following the Initial Closing an amount necessary such that the aggregate amounts paid to Sellers pursuant to this Section 1.9 equal the product of eighty percent (80%) multiplied by the Cumulative Net Gain (if any) through the end of such calendar quarter (each such payment, an “Earn Out Payment”; and such product, an “Earn Out Amount”). Buyer shall not be required to make an Earn Out payment until the first calendar quarter following the calendar quarter during which Sellers stop providing any services pursuant to the Transition Service Agreement. The Earn Out Payment for any calendar quarter shall be determined and paid in accordance with the following procedures:
