Adjustment of Transaction Consideration Sample Clauses

Adjustment of Transaction Consideration. Buyer and Seller agree to treat any payments under this Section 10 as an adjustment to the Transaction Consideration for all Tax purposes.
Sample 1Sample 2Sample 3
Adjustment of Transaction Consideration. (a) If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference to the Sellers in cash, by wire transfer of immediately available funds in the manner in which the Sellers were paid at Closing; provided, that for any such difference allocated with respect to the Transaction Consideration with respect to the sale and purchase of LTCO (following the Allocation Percentage), the associated Taiwan STT shall be deducted therefrom and paid by the Purchaser to the Taiwan Tax Authority. Any such amount shall be due and payable no later than three (3) Business Days after the Preliminary Adjustment Statement becomes the Final Adjustment Statement. (b) If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Transaction Consideration, then the Parties shall direct the Escrow Agent to distribute to the Purchaser from the Working Capital Escrow Account an amount equal to such deficiency, and if the deficiency exceeds the Working Capital Escrow Amount, from the Escrow Account. Any such amount shall be due and payable no later than three (3) Business Days after the Preliminary Adjustment Statement becomes the Final Adjustment Statement. For the avoidance of doubt, the Working Capital Escrow Amount and Escrow Amount shall be the sole source of recovery of the Purchaser for any obligation arising under this Section 2.5.5. The Parties agree that the Purchaser shall have no obligation to obtain, remit to or reimburse Sellers for any amount of the Estimated Taiwan STT that has been paid and deducted from the Estimated Taiwan Transaction Consideration in the event that the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Taiwan Transaction Consideration; provided, that this sentence shall not be deemed to in any way limit or restrict Sellers’ right to seek a refund directly from Taiwanese Tax authorities in respect thereof in accordance with Section 7.2. (c) For tax purposes, any payment by the Purchaser or the Sellers under this Section 2.5 shall be treated as an adjustment to the Transaction Consideration, unless otherwise required by Law. The Parties agree to cooperate to make all necessary filings, notifications or applications to any applicable Governmental Authority, in each case to the extent required by a...
Sample 1
Adjustment of Transaction Consideration. If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference to the Stockholders’ Representative, for the benefit of the Stockholders and the Optionholders, in cash, by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Stockholders’ Representative. If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Transaction Consideration, then the Parties shall direct the Escrow Agent to distribute to the Purchaser from the Working Capital Escrow Amount an amount equal to such deficiency and, if the amount by which the Transaction Consideration is less than the Estimated Transaction Consideration exceeds the Working Capital Escrow Amount, the Stockholders shall have several, but not joint, liability to pay such excess amount to Purchaser. Any such amount shall be due and payable no later than three (3) Business Days after the Preliminary Adjustment Statement becomes the Final Adjustment Statement. For tax purposes, any payment by the Purchaser or the Stockholders under this Section 2.5 shall be treated as an adjustment to the Transaction Consideration.
Sample 1
Adjustment of Transaction Consideration. If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference for the benefit of the Sellers in cash, by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Sellers’ Representative within five (5) Business Days of final determination of the Transaction Consideration. If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Transaction Consideration, then the Sellers’ Representative and the Purchaser shall direct the Escrow Agent to pay to Purchaser from the Escrow Account an amount equal to such deficiency, up to the Escrowed Adjustment Amount, within five (5) Business Days of final determination of the Transaction Consideration. If the Escrowed Adjustment Amount is inadequate to discharge the amount owed by Sellers, the Sellers (with several liability for such obligation) promptly shall pay the balance owed to the Purchaser. For tax purposes, any payment by the Purchaser or the Sellers under this Section 2.5 shall be treated as an adjustment to the Transaction Consideration.
Sample 1
Adjustment of Transaction Consideration. (a) The Parties acknowledge that the Transaction Consideration being paid by the PRGX Parties pursuant to Section 2.1 has been based on the assumption that the Net Working Capital shall be equal to ONE MILLION DOLLARS ($1,000,000) (the “Target Working Capital”). (b) For purposes of this Section 2.3, the “Net Working Capital” means (i) the aggregate amount of (A) current assets of BSI and (B) current assets included in the Assets (in each case, less applicable reserves) less (ii) the aggregate amount of (A) total liabilities of BSI and (B) total liabilities included in the Assumed Liabilities, in each case determined as of the end of business on the Closing Date in accordance with U.S. generally accepted accounting principles (“GAAP”) for which specific application to the Companies in certain areas is described on Schedule 2.3(b)(i) (the “Accounting Principles”). For illustrative purposes only, attached hereto as Schedule 2.3(b)(ii) is an example of the format that shall be used for calculation of the Net Working Capital. For the avoidance of doubt, the Parties agree that the Net Working Capital shall include (i) a Tax liability in respect of all Taxes due with respect to Tax Returns for any Pre-Closing Tax Period, (ii) a Tax liability in respect of the portion of all Taxes due with respect to Tax Returns for any Straddle Period utilizing the allocation methodology set forth in Section 2.3(j), and (iii) a liability for deferred Taxes established to reflect timing differences between book and Tax income.
Sample 1
Adjustment of Transaction Consideration. If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference to the Shareholders in cash, by wire transfer of immediately available funds to accounts designated in writing to the Purchaser by the Shareholders’ Representative. If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Transaction Consideration, up to $300,000 of such amount shall be paid from the Escrow Account, and the Shareholders shall pay any balance, to the Purchaser in cash, by wire transfer of immediately available funds to an account designated in writing to Escrow Agent by the Purchaser. For the avoidance of doubt, the final Working Capital Adjustment shall take into account the Estimated Working Capital Adjustment. Any such amount shall be due and payable no later than three Business Days after the Preliminary Adjustment Statement becomes the Final Adjustment Statement. For tax purposes, any payment by the Purchaser or the Escrow Agent (on behalf of the Shareholders) under this Section 2.5 shall be treated as an adjustment to the Transaction Consideration.
Sample 1
Adjustment of Transaction Consideration. In determining the Transaction Consideration, it may be adjusted up or down, as described herein. If the Seller delivers cash at Closing to Purchaser as provided in the Closing Date Cash Balance and Indebtedness Statement that exceeds the Target Cash Balance, the Transaction Consideration will be increased by the amount of such excess, with such excess amount being transferred to Parent within five (5) days after the final determination. If the Seller delivers cash at Closing to Purchaser as provided in the Closing Date Cash Balance and Indebtedness Statement that is less than the Target Cash Balance, the Transaction Consideration will be decreased by the amount of such shortfall, and such shortfall amount shall be deducted from the WEYL Stock Holdback Amount. If the Seller delivers cash at closing to Purchaser as provided in the Closing Date Cash Balance and Indebtedness Statement that equals the Target Cash Balance, there shall be no adjustment to the Transaction Consideration. For purposes of the adjustments required by this Section 2.4, the additional number of shares of Common Stock to be added to or deducted from the Transaction Consideration, as the case may be, shall be determined based on the VWAP for the Common Stock for the ten (10) trading days immediately preceding the Closing.
Sample 1

Related to Adjustment of Transaction Consideration

  • Settlement of Transactions 1. The Company shall proceed to a settlement of all transactions upon execution of such transactions. 2. An online statement of Account will be available for printing to the Client on the Trading Platform of the Company, at all times.

  • 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 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.

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • Adjustment of Consideration (a) As promptly as practicable, but in any event within ninety (90) calendar days following the Effective Date, Nu Skin shall deliver to the Stockholders' Representative the Closing Balance Sheet, together with an unqualified report thereon of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position of the Company at the Effective Date in conformity with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet. (i) Subject to clause (ii) of this Section 2.08(b), the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amount. (c) The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount, then the consideration given to the Stockholders shall be adjusted downward in an amount equal to such excess (the "Downward Adjustment"); provided, however, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutually

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Merger Consideration As of the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, OilQuip, or A-C: (a) Each share of OilQuip Common Stock, issued and outstanding immediately prior to the Effective Time will be converted, without any action on the part of the holders thereof (the "Shareholders"), into (i) 40 shares of the common stock, par value $0.15 per share, of A-C ("A-C Common Stock"), and (ii) the right to receive 960 shares of Common Stock on the Amendment Date (as defined in Section 7.11); provided that no fractional shares of A-C Common Stock shall be delivered (and the number of shares of A-C Common Stock to be delivered to any Shareholder shall be rounded down to the nearest whole number) and the Shareholders shall not be entitled to cash in lieu of fractional shares; provided further that no more than an aggregate of 10,000,000 shares of A-C Common Stock shall be issued or issuable at the Effective Time and on the Amendment Date pursuant to the Merger. Immediately following the Effective Time, the Shareholders shall deliver to A-C the certificates representing the OilQuip Common Stock, and A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in (i) above in accordance with Exhibit A hereto; and immediately following the Amendment Date, A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in clause (ii) above in accordance with Exhibit A. The A-C Common Stock issued pursuant to this Section 3.1(a) shall be duly authorized, fully paid and non-assessable. The Shareholders shall have no right to transfer or assign the right to receive the A-C Common Stock prior to the issuance thereof. (b) Each share of Acquisition Common Stock issued and outstanding immediately prior to the Effective Time will be converted, without any action on the part of the holder thereof, into one (1) duly and validly issued, fully paid and non-assessable share of OilQuip Common Stock. All shares of A-C Common Stock issued in accordance with Section 3.1 shall be deemed to be in full satisfaction of all rights pertaining to shares of OilQuip Common Stock held by the Shareholders, and shall be duly authorized, fully paid and non-assessable.

  • 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.

  • 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.