Adjustment Payment Sample Clauses

Adjustment Payment. The Purchase Price shall be: (i) increased by the amount by which the Closing Reference Net Assets exceed the Reference Net Assets or (ii) decreased by the amount by which the Closing Reference Net Assets are less than the Reference Net Assets (the amount of any such increase or decrease being hereinafter called the “Post-Closing Adjustment Amount”). Within 10 days after the Closing Reference Net Assets have been finally determined in accordance with Section 2.04(b), if the Purchase Price is: (i) increased, then Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment Amount, together with interest thereon at a rate of 4.25% per annum from the Closing Date to the date of payment; or (ii) decreased, Seller shall pay to Buyer an amount equal to the Post-Closing Adjustment Amount, together with interest thereon at a rate of 4.25% per annum from the Closing Date to the date of payment. Any such payment hereunder shall be made by wire transfer of immediately available funds to an account or accounts designated in writing by Seller or Buyer, as the case may be.

Adjustment Payment. The Purchase Price shall be increased by the amount by which Closing Inventory exceeds $6,500,000 (the “Target Inventory”) by more than $100,000, and the Purchase Price shall be decreased by the amount by which Closing Inventory is less than the Target Inventory by more than $100,000 (the Purchase Price as so increased or decreased being hereinafter called the “Adjusted Purchase Price”). Within 10 days after the Statement has become final and binding in accordance with Section 2.03(b), (i) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at a rate of 3% per annum from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at a rate of 3% per annum from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the “Final Purchase Price”). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.

Adjustment Payment. If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

Adjustment Payment. Within three (3) Business Days after the calculation of Closing Date Net Working Capital becomes final pursuant to Section 2.5(b) or (c): (i) Buyer shall pay to Agent, for the benefit of Sellers, by wire transfer of immediately available funds to an account designated by Agent, an amount equal to the amount, if any, by which the Final Purchase Price exceeds the Closing Cash Consideration, or (ii) Sellers shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the sum of (A) an amount equal to the amount, if any, by which the Closing Cash Consideration exceeds the Final Purchase Price, plus (B) an amount equal to the sum of the Unpaid Indebtedness, plus the Unpaid Transaction Expenses. The amount of the payment pursuant to clause (i) or clause (ii) of this Section 2.5(f) being referred to as the “Adjustment Payment”, in either case, (x) together with interest on the Adjustment Payment at the Applicable Rate from and including the Closing Date to, but excluding, the date of such payment and (y) giving effect to any amounts paid pursuant to Section 2.4(f). As used in this Agreement, the term “Applicable Rate” means a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal “Money Rates” column. Buyer and Sellers agree that, unless otherwise required by Law, any payments made pursuant to this Section 2.5 shall be treated as an adjustment to the Final Purchase Price for all Tax purposes.

Adjustment Payment. If either Party’s Threshold NAND Capacity Ratio falls below ****.

Adjustment Payment. Within five (5) days after the date upon which the amount of each adjustment which is permitted to be made after the Closing is finally determined pursuant to this Article IV, payments required thereby will be made by check or wire transfer payable to the appropriate party.

Adjustment Payment. Subject to the proviso at the end of this paragraph (a), Acquiror shall make an Adjustment Payment (as defined below, and with such payment being made pursuant to Section 3(a)(i) and 3(a)(ii), as applicable) to each Preferred Holder in an amount equal to (i) such Preferred Holder’s Pro Rata Share of the aggregate value of the Stock Consideration (as valued at the closing price per share of the Acquiror Common Stock on the last full trading day on the NASDAQ Global Select Market prior the Closing pursuant to the terms set forth in Section 2.7(a) of the Merger Agreement) multiplied by (x) the number of shares of Stock Consideration and True-Up Acquiror Common Stock, if any, sold by the Broker on behalf of such Preferred Holder during the applicable Sell Down Period (as defined below) divided by (y) the sum of (I) the aggregate number of shares of Stock Consideration issued to such Preferred Holder pursuant to the Merger Agreement and (II) True-Up Acquiror Common Stock issued to such Preferred Holder pursuant to this Agreement, less (ii) such Preferred Holder’s Net Proceeds with respect to sales by the Broker on behalf of such Preferred Holder of Stock Consideration and True-Up Acquiror Common Stock, if any, during the applicable Sell Down Period; provided that in the event that such amount is a negative number, then no Adjustment Payment shall be made to such Preferred Holder. The Broker shall provide a written certification to Acquiror and each Preferred Holder of any Adjustment Payment required to be made pursuant to this Section 3(a) within three (3) Business Days after the applicable Adjustment Date and, unless Acquiror or any Preferred Holder raises any good faith objection(s) to the calculation of any Adjustment Payment(s) within three (3) Business Days after receipt of such written certification, then Acquiror shall make the Adjustment Payment according to the terms set forth in Section 3(a)(i) or (ii), as applicable. The Broker shall not be responsible to any of the Preferred Holders for any shares of Acquiror Common Stock comprising Stock Consideration or True-Up Acquiror Common Stock that the Broker was unable to sell pursuant to this Agreement due to the Volume Limitation, the limited duration of the Sell Down Period, market disruptions, legal, regulatory or contractual restrictions or any other reason beyond the Broker’s reasonable control. (i) In the event that Acquiror elects to make any Adjustment Payments in cash, Acquiror shall, or shall cau...

Adjustment Payment. The Preliminary Purchase Price will be adjusted as follows:

Adjustment Payment. Within five Business Days after the Closing Working Capital, Closing Cash and Cash Equivalents, Transaction Expenses, Closing Indebtedness, Closing Tax Amount and the Purchase Price have been finally determined in accordance with Section 2.04(b), (i) if the Estimated Purchase Price is less than the Purchase Price, Purchaser shall pay to Seller the amount of such shortfall, and (ii) if the Estimated Purchase Price is greater than the Purchase Price, Seller shall pay to Purchaser the amount of such excess. For Tax purposes, any payment by Purchaser or Seller under this Section 2.04(c) shall be treated as an adjustment to the Purchase Price. Any payment under this Section 2.04(c) shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be (such designation to be made at least three Business Days prior to the date on which such payment is due).