Adjustment of Deferred Consideration Sample Clauses

Adjustment of Deferred Consideration. After the end of Year 1 and ------------------------------------ Year 2 as provided in Section 2.03(c) and (d) below, Seller, as agent, shall, subject to applicable withholding for tax, indemnity or other similar purposes by USWeb, distribute to each Holder/Employee (provided the Holder/Employee has not voluntarily left the employ of USWeb or has not been terminated by USWeb for Cause) each Holder/Employee's share (as more fully set forth in Exhibit A of each Holder/Employee Agreement) of Year 1 Deferred Consideration and the Year 2 Deferred Consideration, as applicable. Subject to the terms and conditions of the applicable Holder/Employee Agreement, including the quarterly vesting provisions therein, if any Holder/Employee has voluntarily left the employ of USWeb or has been terminated by USWeb for Cause, USWeb shall retain the Year 1 Deferred Consideration and Year 2 Deferred Consideration otherwise distributable to such Holder/Employee on September 30, 2000 or September 30, 2001 (as the case may be)."
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Adjustment of Deferred Consideration. (I) ON THE DC DATE, THE PURCHASER SHALL PAY THE DEFERRED CONSIDERATION WHICH SHALL BE ADJUSTED IN ACCORDANCE WITH SCHEDULE 8 AND AS FOLLOWS: (a) the Deferred Consideration shall be adjusted upwards by the amount by which the Stock is greater than EUR€40,000 (the “Excess”); (b) the Deferred Consideration shall be adjusted downwards by: (i) the amount by which the Stock is less than EUR€40,000; and/or (ii) the amount of any obligations, liabilities or expenses relating to the Business and/or the Assets during the period prior to Completion which were not discharged by the Seller and which are imposed on the Purchaser during the Liability Period; (the aggregate amount hereinafter the “Shortfall”). For the avoidance of doubt, any costs or expenses incurred by the Purchaser post Completion and which relate to the period after the Completion Date, including but not limited to product development costs, re-branding or relabeling costs, maintenance and prosecution of patents etc., shall not be included in calculating any Shortfall. (II) SUBJECT TO PARAGRAPH (V) BELOW, THE PURCHASER SHALL PAY THE EXCESS (IF ANY) TO THE SELLER. (III) THE SELLER SHALL ACCOUNT FOR THE SHORTFALL (IF ANY) TO THE PURCHASER IN THE MANNER CONTEMPLATED BY CLAUSE 4.3(B). (IV) ANY MONIES DUE FROM THE PURCHASER TO THE SELLER PURSUANT TO CLAUSE 4.3 SHALL BE PAID ON THE DC DATE BY ELECTRONIC TRANSFER. ANY MONIES DUE FROM THE SELLER TO THE PURCHASER PURSUANT TO CLAUSE 4.3 SHALL BE DISCHARGED IN THE MANNER CONTEMPLATED BY CLAUSE 4.3(B). (V) THE PURCHASER SHALL BE ENTITLED TO SET OFF AGAINST ANY AMOUNTS OTHERWISE PAYABLE TO THE SELLER PURSUANT TO CLAUSE 4.3(B) AND/OR ANY AMOUNTS DUE BY THE SELLER TO THE PURCHASER UNDER OR BY REASON OF ANY BREACH OF THE TERMS OF THIS AGREEMENT (WHETHER AS UNLIQUIDATED CLAIMS FOR DAMAGES OR NOT) (THE “SET OFF ESCROW CLAIM”) AND THE AMOUNT SO SET OFF (THE “SET OFF ESCROW AMOUNT”) SHALL BE PAID ON THE DC DATE INTO THE ESCROW ACCOUNT PENDING SUCH SET OFF ESCROW CLAIM BEING DETERMINED IN ACCORDANCE WITH THE TERMS OF THE ESCROW DEED. THE SELLER WILL NOT BE LIABLE FOR ANY SET OFF ESCROW CLAIM UNLESS NOTICE OF IT IS GIVEN IN WRITING BY THE PURCHASER TO THE SELLER WITHIN THE LIABILITY PERIOD PROVIDED THAT ANY CLAIM IF IT HAS NOT PREVIOUSLY BEEN SATISFIED, SETTLED OR WITHDRAWN, BE DEEMED TO HAVE BEEN IRREVOCABLY WITHDRAWN AND BE BARRED AND BE UNENFORCEABLE ON THE EXPIRY OF A PERIOD OF 2 MONTHS FROM THE DATE ON WHICH NOTICE WAS GIVEN UNDER THIS PARAGRAPH UNLESS PROCEEDINGS IN ...
Adjustment of Deferred Consideration. If the net assets of the PCB Business shall be less than HK$250 million and/or the net assets of the SMT Business, according to the Completion Accounts, shall be less than HK$44 million, the Purchaser shall be entitled to deduct from the Deferred Consideration an amount equal to the aggregate amount by which the net assets of the PCB Business and/or the SMT Business are less than HK$250 million and HK$44 million respectively on the basis set out in Clause 4. If the Completion Accounts show that there are net current liabilities attributable to the Business (adjusted as set out in Clause 10.1.5) as at the Completion Date the Purchaser shall be entitled to deduct from the Deferred Consideration the amount of such net current liabilities on the basis set out in Clause 4. In the event the amount of the second instalment of the Deferred Consideration is less than the amounts permitted to be deducted by the Purchaser, deductions shall be made from the third instalment of the Deferred Consideration. For the avoidance of doubt the "Deductions" referred to in the definition of "deductions" in Clause 4 shall be the aggregate of all amounts permitted to be deducted under this Clause 10.3.
Adjustment of Deferred Consideration. In each of Year 1 and Year 2, if Annual Growth Rate is at least 25% and the Operating Margin is at least 15%, there shall be no adjustment to the Year 1 Deferred Consideration or the Year 2 Deferred Consideration, as the case may be. Otherwise, the Year 1 Deferred Consideration or the Year 2 Deferred Consideration shall be adjusted by multiplying such amount by the Revenue Factor and the Margin Factor. The following table shows examples of the Revenue Factor and the Margin Factor for various values of Annual Revenue Growth and Operating Margin (all numbers are percentages): Annual Growth Rate Revenue Factor Operating Margin Margin Factor 25 100 15 100 20 85 12 88 15 70 9 76 10 55 6 64 5 40 3 40 0 25 0 10 -5 10 -1 0 -8 1/3 0 For example, if the Annual Growth Rate is 12%, the percentage is 13 points below 25, so the Revenue Factor is 100% minus (3% times 13), or 61%. Similarly, if the Operating Margin is 10, the percentage is 5 points below 15, so the Margin Factor is 100% minus (4% times 5), or 80%. The Deferred Compensation for the year would then be adjusted by multiplying it by 61% times 80%, or 48.8%. (c)

Related to Adjustment of Deferred Consideration

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

  • 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.

  • 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.

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Additional Considerations For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected by CNHICA or the Seller. Any party or witness may participate by teleconference or video conference. (ii) CNHICA, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

  • Earn-Out Consideration 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule. 2.2 For the purpose of calculating the Earn-Out Payment the Reference Date shall, subject to paragraph 2.3, be 31 July 2018 unless Xxxxx Xxxxxxxxx shall elect for 31 July 2016 or 31 July 2017 to be the Reference Date and such election has been made by notice in writing to the Buyer within the 3 month period following either 31 July 2016 or 31 July 2017. For the avoidance of doubt there may only be one Reference Date and one Earn-Out Payment. 2.3 In the event that Xxxxx Xxxxxxxxx shall resign as chief executive officer of the Company during the Earn-Out Period then, unless a Reference Date has already been fixed pursuant to and in accordance with paragraph 2.2, the Reference Date shall be the 31 July next following the effective date of Xxxxx Xxxxxxxxx ceasing to be the chief executive officer of the Company. 2.4 Any Earn-out Payment that the Buyer is required to pay pursuant to this Schedule shall be paid to the Sellers in cash in £ sterling within 10 Business Days of the amount of the Earn-Out Payment being agreed or determined in accordance with the provisions of this Schedule. Payment of any Earn-Out Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 2.5 Except as permitted under paragraph 8 of this Schedule, the Earn-Out Payment shall be paid without deduction set off or counter claim and if not paid in full on the due date the Earn-Out Payment shall bear interest at the rate of 4% per annum above the base lending rate of Lloyds Bank for the time being from the due date until the date of actual payment of the Earn-Out Payment.

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