Adjustment to Closing Consideration Sample Clauses

Adjustment to Closing Consideration. (a) As promptly as practicable, but no later than 90 days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Purchase Price and reasonably detailed calculations and documentation demonstrating each of the following components thereof: (i) Closing Cash, (ii) Closing Working Capital, (iii) Closing Debt, (iv) Approved Acquisition Amount, (v) Divestiture Transaction Amount, (vi) Closing Transaction Expenses and (vii) Restricted Cash Shortfall. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company Entities, in accordance with the definitions of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall and in accordance with the Accounting Methodology and the format of the Net Working Capital Schedule. All amounts included in the Closing Statement shall be expressed in U.S. dollars. Amounts in other currencies shall be converted into U.S. dollars by using the Exchange Rates as of the Closing Date. The post-Closing purchase price adjustments as set forth in this Section 3.02 are not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements (including any of the foregoing as they relate to the nature of accounts, calculation of levels of reserves or levels of accruals) from the Accounting Methodology. No actions taken by Buyer on its own behalf or on behalf of any Company Entity, at or following the Closing shall be given effect for purposes of determining the Final Purchase Price. Once delivered, the Closing Statement may not be amended without the consent of Sellers. If Buyer fails to timely deliver the Closing Statement in accordance with the foregoing, then the Estimated Closing Statement shall be deemed to be the Closing Statement on the 91st day after the Closing Date.
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Adjustment to Closing Consideration. If any of the Closing Cash Consideration Inputs in the Closing Statement are different than the Closing Cash Consideration Inputs in the Closing Notice, then a post-closing adjustment will be made to the Closing Consideration. If the True-Up Payment is positive, the Sellers shall be entitled to a payment from the Buyer in the amount of the True-Up Payment in accordance with Section 2.9(e)(ii). If the True-Up Payment is negative, the Buyer shall be entitled to a payment from the Sellers in the amount of the True-Up Payment in accordance with Section 2.9(e)(i). The True-Up Payment shall be treated as an adjustment to the Closing Consideration for Tax purposes to the greatest extent permitted by law. The True-Up Payment shall be made within five (5) Business Days after the determination of the Closing Statement.
Sample 1
Adjustment to Closing Consideration. (a) Following the Closing, the Closing Consideration paid at Closing shall be adjusted as set forth in this Section 2.04. The Closing Consideration shall be (i) decreased by (A) the amount of any cash receipts of the Business received after the Effective Date and prior to the Closing with respect to accounts receivable arising after the Effective Date and prior to the Closing (other than, for the avoidance of doubt, payments under this Agreement) and (B) by the amount of any Tax credits or Tax refunds to Seller generated by the operation of the Business during such period (other than Tax credits or Tax refunds arising from the consummation of the transactions contemplated by this Agreement) without regard to the existence of any Tax liabilities that may be offset by such Tax Credits or Tax refunds and (ii) increased by (A) the amount of any cash expenses of the Business paid by the Company following the Effective Date and prior to the Closing (including overhead allocable to the Business) with respect to accounts payable or liabilities incurred following the Effective Date and prior to Closing and (B) the amount of any Tax obligations of Seller generated by the operation of the Business during such period (other than Tax obligations arising from the consummation of the transactions contemplated by this Agreement) without regard to the availability of any Tax attributes that may offset such Tax obligations. The net adjustment to the Closing Consideration contemplated by this Section 2.04(a) is referred to as the “Adjustment Amount” (which shall be a positive number if the Closing Consideration is to be increased or a negative number if the Closing Consideration is to be decreased). Within five business days following the Closing, Seller shall deliver to Purchaser an estimate of the Adjustment Amount (the “Estimated Adjustment Amount”). If the Estimated Adjustment Amount is a positive number, then Purchaser shall pay Seller an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment Amount is a negative number, then Seller shall pay Purchaser an amount equal to the absolute value of the Estimated Adjustment Amount. All such payments shall be made by wire transfer of immediately available funds to an account designated by the payee and shall be made no later than five Business Days following Purchaser’s receipt of Seller’s calculation of the Estimated Adjustment Amount.
Sample 1
Adjustment to Closing Consideration. (a) If the Working Capital reflected on the Estimated Closing Statement is less than the Working Capital Target, then the total consideration payable to the Members pursuant to Section 2.6 will be reduced by the amount of such shortfall on a dollar-for-dollar basis; and (b) If the Working Capital reflected on the Estimated Closing Statement is greater than the Working Capital Target, then the total consideration payable to the Members pursuant to Section 2.6 will be increased by the amount of such increase on a dollar-for-dollar basis.
Sample 1

Related to Adjustment to Closing Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • 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 Consideration (a) Within forty-five (45) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative unaudited balance sheets of the Surviving Corporation and its Subsidiaries as of the Closing Date (the “Adjusted Balance Sheets”). The Adjusted Balance Sheets will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials and shall include without limitation all Estimated Third Party Expenses that have been accrued but that have not been paid prior to the Effective Time, any payments to Terminating Employees for severance or similar payments and any other payments triggered or accelerated by or contingent upon the Closing or the Merger. In the event that, pursuant to the terms of this Section 9.6(a), it is determined that (i) the amount equal to (A) the absolute value of the Company’s and its Subsidiaries’ total liabilities (as defined by and as determined in accordance with GAAP and shall include without limitation all Estimated Third Party Expenses that have been accrued but that were not paid prior to the Effective Time and any other payments triggered or accelerated by or contingent upon the Closing or the Merger, but shall exclude deferred revenue and the Specified Liabilities) at the Closing Date as reflected on the Adjusted Balance Sheets minus (B) the absolute value of the Company’s and its Subsidiaries’ total assets (as defined by and as determined in accordance with GAAP) at the Closing Date (collectively, the “Net Liabilities at Closing”) minus (C) the Balance Sheet Adjustment Amount, is a number greater than the Balance Sheet Target, and/or (ii) the amount equal to (A) the absolute value of the total Specified Liabilities at the Closing Date as reflected on the Adjusted Balance Sheets (collectively, the “Specified Liabilities at Closing”) minus (B) the Specified Liabilities Adjustment Amount, is a number greater than $1,875,849, then an amount of Escrow Shares equal to the sum of the excess amount, if any, determined in accordance with clause (i) above plus the excess amount, if any, determined in accordance with clause (ii) above (collectively, the “Excess Liabilities”) shall be returned to Parent out of the Escrow Fund in accordance with the terms of the Escrow Agreement. Following delivery by Parent to the Stockholder Representative of the Adjusted Balance Sheets, Parent shall give the Stockholder Representative reasonable access during Parent’s regular business hours to those books and records of the Surviving Corporation in the possession or control of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheets for purposes of resolving any disputes concerning the Adjusted Balance Sheets and the calculation of Net Liabilities at Closing.

  • 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.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • 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.

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

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