Adjustment of Provisional Consideration Sample Clauses

Adjustment of Provisional Consideration. The Provisional Consideration shall be adjusted after Completion, in the manner set out at sub-clauses 6.3 or 6.4 below, in accordance with the following provisions of this clause:
Sample 1
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Adjustment of Provisional Consideration. The Provisional Consideration shall be adjusted after Completion in accordance with the following provisions of this clause 7.2. 7.2.1 If the net assets of the Group as shown by the Completion Statement are more than US Dollars $100,000 less than the net assets of the Group of (Pounds)7,505,195 as shown by the Balance Sheet Accounts, the Individual Vendors shall pay to the Purchaser a sum equal to: (a) the amount (if any) by which the net assets as shown by the Completion Statement are less (Pounds)7,505,195; less ---- (b) the amount of the Net Trading Losses as determined or agreed pursuant to clause 7.1. 7.2.2 Any amounts to be paid under clause 7.2.1 shall firstly be satisfied by the cancellation of Escrow Stock in accordance with Schedule 12 and thereafter by cancellation of Consideration Stock held by the Individual Vendors within 14 days after the date on which the Completion Accounts have been agreed or settled (whether under clause 7.1.5, 7.1.6 or by virtue of a decision of the Independent Accountant or otherwise).
Sample 1
Adjustment of Provisional Consideration. 4.1. The Completion Accounts shall become final and binding on the parties upon receipt of the Completion Accounts by the Seller and adjustments in the Provisional Consideration shall occur in the following circumstances: 4.1.1. if the Estimated Net Asset Value is greater than the Actual Net Asset Value the Consideration Stock held in the Stock Escrow shall be reduced by 1 GBP for every 1 GBP by which the Actual Net Asset Value is less than the Estimated Net Asset Value; and 4.1.2. if the Estimated Net Indebtedness is greater than the Actual Net Indebtedness: a) the Seller will repay to the Buyer the difference in cash; and b) the Consideration Stock held in the Stock Escrow shall be increased by $2.5 for every 1 GBP by which the Estimated Net Indebtedness is greater than the Actual Net Indebtedness (subject to a maximum increase of Consideration Stock of $500,000). For these purposes the number of Consideration Stock to be issued shall be calculated by reference to the Issue Price. SCHEDULE 6 PENSIONS 1. INTERPRETATION
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Adjustment of Provisional Consideration. 81 SCHEDULE 6....................................................................82 PENSIONS 82 1. INTERPRETATION.......................................................82 2.
Sample 1
Adjustment of Provisional Consideration. The Provisional Consideration shall be adjusted after Completion in accordance with the following provisions of this sub-clause 6.2. 6.2.2 Any amounts to be paid under sub-clause 6. 2.1 shall: (a) be paid within 15 Business Days after the date on which the Audited Completion Accounts have been agreed or settled (whether under sub-clause 6.1.3 or 6.1.4 or by virtue of a decision of the Independent Accountant or otherwise) together with interest on the amount to be paid calculated at the rate of *** from 1 February 2003 until the date of actual payment; and (b) be made to the Vendors' Solicitors or the Purchaser's Solicitors (as the case may be) who are irrevocably authorised to receive the same and whose receipt shall be an effective discharge of the Vendor's or Purchaser's obligation to pay such sum and the Vendors or Purchaser (as the case may be) shall not be concerned to see to the application or be answerable for the loss or misapplication of such sums by the Vendors' Solicitors or the Purchaser's Solicitors, as the case may be. __________ *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
Adjustment of Provisional Consideration. The consideration for the sale of the Shares, the assignment of the Assigned Subordinated Loans and Assigned Term Loans shall be the Provisional Consideration as adjusted in accordance with Schedule 5.
Sample 1
Adjustment of Provisional Consideration. The Provisional Consideration shall be adjusted after Completion in accordance with the following provisions of this paragraph. 1.2.1 If the Adjusted Net Assets are less than £460.6 million, the Seller shall pay to the Purchaser the amount of the deficiency. If the Adjusted Net Assets are greater than £460.6 million, the Purchaser shall pay to the Seller the amount of the excess. 1.2.2 If the Term Debt Amount is less than the Provisional Term Debt Amount, the Seller shall repay to the Purchaser the amount of the deficiency. If the Term Debt Amount is greater than the Provisional Term Debt Amount, the Purchaser shall pay to the Seller the amount of the excess. 1.2.3 If the Subordinated Debt Amount is less than the Provisional Subordinated Debt Amount, the Seller shall repay to the Purchaser the amount of the deficiency. If the Subordinated Debt Amount is greater than the Provisional Subordinated Debt Amount, the Purchaser shall pay to the Seller the amount of the excess. 1.2.4 If the Provisional Intra-group Amounts paid on Completion are less than the Intra-group Amounts disclosed by the Completion Statement, the Seller shall procure that the relevant Seller Group Undertakings shall pay an additional amount to the relevant Group Companies equal to the amount of the deficiency. If the Provisional Intra-group Amounts paid to the relevant Group Companies on Completion are greater than the Intra-group Amounts disclosed by the Completion Statement, the Purchaser shall procure that the relevant Group Companies shall repay to the relevant Seller Group Undertakings an amount equal to the excess. 1.2.5 To the extent that the Completion Statement contains any Indemnity Accrual (as defined in paragraph 2.3) and that accrual is later released in whole or in part (other than in respect of payment or settlement of the matter for which it was accrued) then the amount of that released accrual (to the extent only that the relevant Indemnity Accrual is released) shall be paid to the Seller as additional consideration. For the purposes of this paragraph: (a) the Purchaser undertakes that it shall procure that any Indemnity Accrual is properly released when that accrual should fall for release applying UK GAAP; and (b) subject to sub-paragraph (a), the Purchaser shall not be liable to make any payment to the Seller under this paragraph if the release of the accrual in the books of the relevant Group Company takes place after the seventh anniversary of the date of this Agreemen...
Sample 1
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Adjustment of Provisional Consideration. The Provisional Consideration shall be adjusted after Completion in accordance with the following provisions of this clause 7.2. 7.2.1 If the net assets as shown by the Completion Statement are more than $1,000,000 less than the net assets of (Pounds)1,869,479 as at 31 March 1999 the Vendors shall pay to the Purchaser the amount of the deficiency in excess of $1,000,000. 7.2.2 Any amounts to be paid under clause 7. 2.1 shall: (a) firstly be satisfied by the cancellation of Escrow Stock in accordance with Schedule 15 and thereafter be paid in cash by the Vendors and the A Participants within 14 days after the date on which the Completion Accounts have been agreed or settled (whether under clause 7.1.5, 7.1.6 or by virtue of a decision of the Independent Accountant or otherwise) together with simple interest on the amount to be paid calculated at the rate of two % above the base rate from time to time of Barclays Bank plc from Completion until the date of actual payment; and (b) be paid in accordance with clause 21.
Sample 1

Related to Adjustment of Provisional Consideration

  • 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.

  • 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.

  • 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.

  • 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.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Adjustment of Price The State shall adjust the total contract price by subtracting from the total contract price an amount determined in the following manner: The State shall cause the timber sale area subject to governmental regulation or order to be measured. The State shall calculate the percentage of the total sale area subject to the governmental regulation or order. The State shall reduce the total contract price by that calculated percentage. However, variations in species, value, costs, or other items pertaining to the affected sale area will be analyzed and included in the adjustment if deemed appropriate by the State. The State will further reduce the total contract price by the reasonable cost of unamortized roads Purchaser constructed but was unable to fully use for removing timber. A reduction in total contract price terminates all of the Purchaser's rights to purchase and remove the timber and all other interest in the affected sale area.

  • 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.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • 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.

  • Special Considerations The Provider position may be abolished at any time by the Collin County Commissioners Court.

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