Adjustment for Cash Sample Clauses

Adjustment for Cash. As promptly as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a calculation of Cash of the Target Group as at the Effective Time (“Closing Date Cash”), along with all supporting documentation for such calculation. The Purchase Price shall be increased on a dollar for dollar basis for each dollar that the Closing Date Cash exceeds $0, and the Buyer shall pay, pursuant to Section 2.6(d) below, to the Seller in immediately available funds an amount equal to such difference. If Seller disputes the correctness of the Buyer’s Closing Date Cash calculation, Buyer and Seller shall attempt to resolve such dispute substantially in compliance with the dispute resolution process set forth in Section 2.6(a) above.
Sample 1
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Adjustment for Cash. The Cash Portion shall be increased by any cash and cash equivalents of the Company and its Subsidiaries as of 12:01 a.m. Eastern Time on the Closing Date. Any such increase in the Cash Portion shall be allocated among the Sellers in accordance with their respective Pro Rata Shares
Sample 1
Adjustment for Cash. The Purchase Price shall be increased on a dollar-for-dollar basis in respect of (i) all cash and cash equivalents physically present in the Restaurants on the Closing Date, and (ii) all deposits and pre-paid items that relate to Assumed Liabilities (such as security deposits for the Leases) or the Restaurant Assets that are transferred to Buyer hereunder. The deposits owned by Seller are set forth on Schedule 1.3.3 attached hereto. Seller shall report the amounts of such items on per-Restaurant basis and Seller and Shareholders shall certify such report to Buyer at Closing. The adjustment for such items shall be paid in cash to Seller within sixty (60) days after Seller reports the amounts of such items to Buyer. The Purchase Price shall be decreased by any outstanding gift certificates and catering credits sold by Seller prior to Closing, to the extent not redeemed by the purchasers of same, prior to Closing. At Closing, Seller shall certify, to Seller's best information and belief, to Buyer the cash equivalent amount of such unredeemed gift certificates and catering credits, which amount shall be applied as a credit to Buyer on the sooner of (i) when verified or (ii) at the final adjustment within sixty (60) days of Closing.
Sample 1
Adjustment for Cash. It is the intention of the Contributors that Cash of each Contributed Company held on the Prorations Date shall be distributed to the applicable Contributed Companies on or before Closing, and Cash of each Contributed Company held after the Prorations Date shall be contributed to the New Company at Closing without adjustment in any Contributor’s Equity Value. Consequently, each Contributor shall use diligent efforts to distribute Cash held by each of its Contributed Companies as of the Prorations Date on or prior to the Closing Date. If, despite using such diligent efforts, any Cash held by a Contributed Company as of the Prorations Date is not so distributed on or prior to the Closing Date, then the Equity Value of the Contributors of such Contributed Company will increase, pro rata in proportion to their respective Contribution Percentages. Each Contributor is hereby prohibited from distributing any Cash of a Contributed Company held after the Prorations Date following the delivery of a Closing Notice in which it is anticipated that the Company Interests in the applicable Contributed Companies will be contributed at Closing; and in that case any Cash so distributed in excess of Cash held by the Contributed Company as of the Prorations Date will reduce the Equity Value of the Contributors of such Contributed Company, pro rata in proportion to their respective Contribution Percentages.
Sample 1
Adjustment for Cash. In addition to any adjustment made pursuant to Section 1.4(d) or Section 1.4(e), (i) if the Final Cash (as finally determined pursuant to Section 1.4(b)) is greater than the Target Cash, then the Purchase Price will be increased by an amount equal to the excess of the Final Cash over the Target Cash and the amount of such increase will be added to the Upward Adjustment Amount calculated in Section 1.4(e) or deducted from the Downward Adjustment Amount calculated in Section 1.4(d), as applicable, and (ii) if the Final Cash (as finally determined pursuant to Section 1.4(b)) is less than the Target Cash, then the Purchase Price will be decreased by an amount equal to the shortfall between the Final Cash and the Target Cash and the amount of such decrease will be added to the Downward Adjustment Amount calculated in Section 1.4(d) or deducted from the Upward Adjustment Amount calculated in Section 1.4(e), as applicable.
Sample 1

Related to Adjustment for Cash

  • No Adjustment for Cash Dividends No adjustment in respect of any cash dividends shall be made during the term of this Warrant or upon the exercise of this Warrant.

  • Adjustment for Stock Split All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.

  • No Adjustment for Small Amounts Anything in this Section to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as above provided, shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise Price shall thereupon be given effect.

  • Adjustment for Recapitalization If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the date hereof combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased.

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Adjustment for Stock Splits STOCK SUBDIVISIONS OR COMBINATIONS OF SHARES. The Purchase Price of this Warrant shall be proportionally decreased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or other subdivision of the Company's Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any reverse stock split, consolidation or combination of the Company's Common Stock.

  • Adjustment for Spin Off If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or a part of its assets in a transaction (the "Spin Off") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the "Spin Off Securities") to be issued to security holders of the Company, then

  • No Adjustment for Dividends Except as provided in Section 11.1, no adjustments in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

  • Adjustment for Other Distributions In the event the Company shall fix a record date for the making of a dividend or distribution to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights, options or warrants (excluding those referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the exercise of Warrants, be entitled to receive, in addition to the number of Warrant Shares issuable thereupon, and without payment of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such Holder would have held on the date of such exercise had such Holder been the holder of record of such Warrant Shares as of the date on which holders of Common Stock became entitled to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

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