Adjustment to Closing Contribution Cash Consideration Sample Clauses

Adjustment to Closing Contribution Cash Consideration. (a) Within ninety days after the Closing Date, GP shall furnish to the Buyer an audited consolidated balance sheet of the Company and its Subsidiaries (which such balance sheet shall be prepared as set forth in Section 2.3(c) based on the books and records of the Company and its Subsidiaries and on the basis of a Physical Inventory and reconciliation in accordance with GAAP taken as close as practicable to the Closing Date (but in any case relating to the last completed fiscal month of the Company prior to the Closing Date and rolled forward to the Closing Date) and shall be accompanied by a report of the independent auditors who shall audit such balance sheet) (the “Closing Balance Sheet”) as of the close of business on the Closing Date. Together with the Closing Balance Sheet, GP shall also furnish to Buyer a report showing current items only (the “Preliminary Adjustment Report”), prepared as set forth in Section 2.3(c) on the basis of the Closing Balance Sheet, stating in reasonable detail GP’s computation of (i) the Working Capital Amount as of the close of business on the Closing Date (“Adjusted Working Capital”), (ii) the amount of Pre-Closing Capital Expenditures (“Adjusted Pre-Closing Capital Expenditures”) and (iii) the Indebtedness of the Company and its Subsidiaries on a consolidated basis as of the close of business on the Closing Date (“Adjusted Indebtedness”). The Preliminary Adjustment Report shall also show GP’s computation of the Adjusted Contribution Cash Consideration. The “Adjusted Contribution Cash Consideration” shall be equal to (i) the Base Contribution Cash Consideration, plus (ii) an amount, which may be negative, obtained by subtracting the Working Capital Target from the Adjusted Working Capital minus (iii) the amount, if any, by which Target Pre-Closing Capital Expenditures exceed the Adjusted Pre-Closing Capital Expenditures (the “CapEx Difference”) and minus (iv) Adjusted Indebtedness. GP shall allow the Buyer and its advisors and accountants to observe the Physical Inventory taken in connection with preparation of the Closing Balance Sheet and Preliminary Adjustment Report. Unless the Buyer provides specific written notice to GP of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the first business day that is at least sixty days after the Buyer’s receipt thereof, the Preliminary Adjustment Report shall then become binding upon the Buyer and GP, and shall be the “Final Adjustmen...
Sample 1
AutoNDA by SimpleDocs

Related to Adjustment to Closing Contribution Cash Consideration

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

  • 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.

  • 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.

  • 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.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Public Cash Contribution The Parties acknowledge that, in connection with the Offering, the public, through the Underwriters, has made a capital contribution to the Partnership of $380,600,000.00 in cash in exchange for 17,300,000 Common Units (the “Firm Units”) representing a 22.9% limited partner interest in the Partnership and new limited partners are being admitted to the Partnership in connection therewith.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.