Adjustment to Acquisition Consideration Sample Clauses

Adjustment to Acquisition Consideration. 2.11.1 Buyer will calculate its cumulative earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the first four and one-half (4.5) years after Closing (the “Applicable Cumulative EBITDA”). EBITDA will be calculated by Buyer on an accrual basis and shall be equal to the amount of net patient revenues for all AGA affiliated endoscopy centers (which shall equal gross revenues minus contractual adjustments, write-offs, refunds and uncollectible amounts) (“Net Revenues”) and less the aggregate of the following: (i) the cost of CRNAs and physician labor under staffing ratios based on AGA’s requirements for their endoscopy centers (provided, however, the cost of employing any physicians in addition to the number of physicians engaged by GAA as of the date hereof shall not be included in such calculation); (ii) anesthesia drugs and supplies (including carts) and personnel scrubs; (iii) a billing and collection expense equal to six percent (6%) of Buyer’s Net Revenues; (iv) insurance costs for professional liability insurance for Buyer and general commercial insurance for Buyer (and not including the cost of professional liability insurance for any CRNAs and/or physicians employed or contracted with Buyer in addition to the number of physicians employed by GAA as of the date hereof); (v) bank fees charged to Buyer for operating bank accounts and merchant services (and not including any bank fees charged to Buyer in connection with any financing or otherwise); (vi) business license fees: (vii) printing expenses; (viii) payroll expenses; and (ix) legal and professional fees directly related to the business of Buyer; and (x) other similar or related expenses required by Buyer to provide anesthesia services pursuant to the PSA Contracts (as defined in the Other Acquisition Agreement), as mutually agreed upon by Buyer and Seller. For purposes of determining the amount of payments to be made pursuant to this Section 2.11, EBITDA will not include any allocated overhead from CRH. To the extent that Buyer receives an indemnification payment under Section 6 hereof with respect to an expense that would otherwise be deducted from EBITDA for purposes of determining the payments to be made to the Seller pursuant to this Section 2.11, such amount shall not be taken into account in performing such EBTIDA calculation. Such calculation will be made within forty-five (45) days after the expiration of such first four and one-half (4.5) year period after the Clo...
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Adjustment to Acquisition Consideration. (a) Within forty-five (45) days after the Closing Date, Purchaser shall prepare and deliver to AE a balance sheet of the Company as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Final Balance Sheet”). Except to the extent that Schedule 1.4(b) causes a different result, the Final Balance Sheet shall be prepared in accordance with GAAP (except for the absence of notes and normal year-end adjustments) and in a manner consistent with the Company’s past accounting practices and conventions and the balance sheet of the Company as of May 31, 2004, a copy of which is attached hereto as Schedule 1.4(a) (the “May Balance Sheet”). The Transaction Bonuses shall be accounted for on the Final Balance Sheet as provided in Schedule 1.4(b). If within thirty (30) days following delivery of the Final Balance Sheet, AE does not give Purchaser written notice of its objection to the Final Balance Sheet (which notice shall contain a statement of the basis of AE’s objection), then the assets and liabilities reflected on the Final Balance Sheet shall be used in computing the Adjustment Amount. (b) If AE gives Purchaser a timely written notice of objection to the Final Balance Sheet, then AE and Purchaser shall use their reasonable best efforts to resolve any such objection. If a final resolution is not obtained within 30 days after Purchaser has received AE’s written notice of objection to the Final Balance Sheet, the issue(s) in dispute will be submitted to an independent public accounting firm of national standing mutually agreed upon by Purchaser and AE (the “Auditor”) for resolution. The determination of the Auditor shall be set forth in a written notice delivered to Purchaser and AE by the Auditor and will be binding and conclusive on the parties. Purchaser and AE will bear 50% of the fees and expenses of the Auditor for such determination. (c) For purposes of this Agreement, “Net Working Capital” means the amount by which the current assets of the Company exceed the current liabilities of the Company, all as shown on the May Balance Sheet and the Final Balance Sheet, as applicable. At such time as the Final Balance Sheet is finalized per the foregoing provisions, if the Net Working Capital shown on the Final Balance Sheet is less than the Net Working Capital shown on the May Balance Sheet, (i) the Acquisition Consideration shall be reduced after Closing by the amount of the difference between the Net Working Capital shown on the Final Balance Sheet and...
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Adjustment to Acquisition Consideration. Any indemnification payment made pursuant to this Article X will be deemed to be an adjustment to the Acquisition consideration.
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Adjustment to Acquisition Consideration. Any payment made pursuant to this Article 7 shall be treated by the parties as an adjustment to the Acquisition Consideration for all Tax purposes.
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Adjustment to Acquisition Consideration. Any payments made to an Indemnified Party pursuant to this Section 11 will be treated as an adjustment to the Purchase Price for Tax purposes, except as otherwise required by applicable Legal Requirements.
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Adjustment to Acquisition Consideration 
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Related to Adjustment to Acquisition Consideration

  • 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.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • 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.

  • 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.

  • 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.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Stock Consideration 3 subsidiary...................................................................53

  • Equity Consideration (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has had the opportunity to seek independent legal, investment, and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.

  • 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.

  • 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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