Adjustment to Consideration. (a) Within ninety (90) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount of the Surviving Corporation on the Closing Date Balance Sheet (the “Final Cash Balance”). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance Sheet, then an amount equal to such difference shall be paid to Parent out of the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash Balance.
(b) The Securityholder Agent shall have thirty (30) days following delivery of the Final Cash Balance during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of Objection.
(c) If Parent and the Securityholder Agent are unable to resolve any such dispute within the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach...
Adjustment to Consideration. If, on or after the date of the Agreement, the Corporation sets a record date for any dividend or other distribution on the Corporation Shares that is prior to the Effective Time or the Corporation pays any dividend or other distribution on the Corporation Shares prior to the Effective Time: (i) to the extent that the amount of such dividends or distributions per Corporation Share does not exceed the Consideration or Holdco Share Consideration, as applicable, the Consideration or Holdco Share Consideration, as applicable, shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Corporation Share exceeds the Consideration or Holdco Share Consideration, as applicable, such excess amount shall be placed in escrow for the account of the Purchaser or another person designated by the Purchaser.
Adjustment to Consideration. Any payments made pursuant to this Article VIII shall be treated as an adjustment to the consideration payable under this Agreement for all Tax purposes.
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company declares, sets aside or pays any dividend or other distribution payable in cash, securities, property or otherwise with respect to the Common Shares, or sets a record date therefor that is prior to the Effective Date, then the Consideration shall be adjusted to reflect each such dividend or other distribution by way of a reduction in the Consideration by an amount equal to the amount of such dividend or distribution per Common Share.
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Date, then: (i) to the extent that the amount of such dividends or distributions per Common Share does not exceed the Consideration, the Consideration shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Common Share exceeds the Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.
Adjustment to Consideration. Any indemnification received under this Article 9 shall be treated by Purchaser and the Seller and their respective Affiliates, to the extent permitted by applicable Law, as an adjustment to the consideration received by the Seller.
Adjustment to Consideration. Any payments made pursuant to Clause 2.1 shall so far as possible be treated as an adjustment to the consideration paid by the Purchaser for the Sale Shares.
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 an unaudited balance sheet of the Surviving Corporation as of the Closing Date (the "Adjusted Balance Sheet"). The ---------------------- Adjusted Balance Sheet will be prepared in accordance with GAAP (except that such balance sheet will not contain footnotes or year-end adjustments that may be required by GAAP). Based upon the Adjusted Balance Sheet, the Company's "Net --- Liabilities at Closing" shall be calculated in accordance with the following: ---------------------- (A) the Company's total liabilities at the Closing Date as set forth on the Adjusted Balance Sheet minus (B) the Company's total assets at the Closing Date as set forth on the Adjusted Balance Sheet minus (C) the amount of the Company's payments for Severance (or accruals therefore) minus (D) the Additional Liabilities (whether such amount has been paid by the Company prior to the Closing Date or otherwise reserved for by the Company) minus (E) the total amount of normal per diem operating expenses for the period between November 30, 2001 and Closing at a rate of $9,150 per calendar day minus (F) the Third Party Expense Adjustment Amount minus (G) up to $50,000 pursuant to Section 5.5. In ----------- the event that, pursuant to the terms of this Section 7.6, it is determined that ----------- (X) the Company's Net Liabilities at Closing exceeds (Y) the Current Balance Sheet Net Liabilities, then an amount equal to such difference ("Excess ------ Liabilities") shall be paid to Parent out of the Escrow Fund upon the delivery ----------- to the Escrow Agent of an Officer's Certificate in accordance with the terms of Section 7.3(f) hereof. If the Excess Liabilities exceed the amount in the Escrow -------------- Fund, Parent shall be entitled to recover directly from the Principal Stockholders any amount of Excess Liabilities not covered by the Escrow Fund, subject to the limitations set forth in Section 7.5. Following delivery by ----------- Parent to the Stockholder Representative of the Adjusted Balance Sheet, Parent shall give the Stockholder Representative reasonable access during Parent's business hours to those books and records of the Surviving Corporation in the possession of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheet for purposes of resolving any disputes concerning the Adjusted Balan...
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Common Shares or the Preferred Shares (other than Permitted Dividends) that is prior to the Effective Time or the Company pays any dividend or other distribution on the Common Shares or Preferred Shares (other than Permitted Dividends) prior to the Effective Time: (i) to the extent that the amount of such dividends or distributions per Common Share or Preferred Share, as applicable, does not exceed the Consideration per Common Share or Preferred Share, as applicable, the Consideration per Common Share or Preferred Share, as applicable, shall be reduced by the amount of such dividends or distributions, as applicable; and (ii) to the extent that the amount of such dividends or distributions per Common Share or Preferred Share, as applicable, exceeds the Consideration per Common Share or Preferred Share, as applicable, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.
Adjustment to Consideration. If, after the date of this Agreement and prior to the Effective Time, the Buyer changes the number of Buyer Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization, subdivision or similar transaction, the Consideration shall be equitably adjusted to eliminate the effects of such event on the Consideration.
