Adjustment to Consideration. (a) Within sixty (60) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Shareholder Representative an unaudited balance sheet of the Company as of the Closing Date and, if the Closing shall not have occurred by July 25, 2001, an unaudited balance sheet of the Company as of July 25, 2001 (collectively, the "Adjusted Balance Sheet"). The Adjusted Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the most recent regularly prepared audited financial statements of the Company. In the event that, pursuant to the terms of this Section 7.6, it is determined that (X) the Company's total liabilities at ----------- the Closing Date minus the Company's total liabilities at the Closing Date minus an amount equal to the Company's total current assets (including up to $1,000,000 of unbilled revenues from Element K or its Affiliates, determined pursuant to the definition of Interim Balance Sheet)at the Closing Date plus $1,000,000 (the "Net Liabilities at Closing") (or, if the Closing shall not have occurred on or prior to July 25, 2001, and as of July 25, 2001, the Specified Conditions shall have been satisfied as if the Closing had occurred as of such date, the Net Liabilities at Closing shall mean (A) if the Post-Interim Balance Sheet Adjustment Amount is greater than the Interim Balance Sheet Adjustment Amount, the sum of (i) the Interim Balance Sheet Adjustment Amount, plus (ii) twenty percent (20%) of the amount by which the Post-Interim Balance Sheet Adjustment Amount exceeds the Interim Balance Sheet Adjustment Amount, and (B) if the Post- Interim Balance Sheet Adjustment Amount is less than the Interim Balance Sheet Adjustment Amount, the Post-Interim Balance Sheet Adjustment Amount (treating all Third Party Expenses as if they were accrued as liabilities of the Company as of July 25, 2001)) (in either case, considering neither (i) the principal amount of the Company Convertible Debenture, (ii) up to US$300,000 in reasonable and documented Third Party Expenses, nor (iii) the principal amount of the Shareholder Convertible Debentures plus any accrued and unpaid interest thereon and any premium with respect thereto for purposes of calculating Net Liabilities at Closing) exceeds (Y) the Balance Sheet Adjustment Amount, then an amount equal to such difference ("Excess Liabilities") will be paid to or as may be directed by ExchangeCo or CallCo, as the case may be, out of the Escrow F...
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. 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 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. 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. If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Company Shares (other than Permitted Dividends) that is prior to the Effective Date, then the Consideration shall be reduced by the amount of such dividends or distributions.
Adjustment to Consideration. If, on or after the date of this Agreement, other than pursuant to the Plan of Arrangement, the issued and outstanding Westgold Shares or Karora Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Westgold Shares then the Westgold Shares to be paid per Karora Share shall be appropriately adjusted to provide to Karora Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the consideration to be paid for each Karora Share.
Adjustment to Consideration. (a) At the Effective Date, the $100,000,000 amount set forth in the definition of Initial Consideration shall be: (1) (x) reduced by the amount, if any, by which the Base Net Working Capital exceeds the Effective Date Net Working Capital set forth in the Estimated Effective Date Statements or (y) increased by the amount, if any, by which Effective Date Net Working Capital set forth in the Estimated Effective Date Statements exceeds the Base Net Working Capital; (2) reduced by the amount of Effective Date Indebtedness set forth in the Estimated Effective Date Statements; and (3) increased by the incremental cost of Adenyo’s 2010 audit incurred due, up to a maximum amount of $165,000, to Parent’s request for the audit to be completed by March 7, 2011. For purposes of this Agreement, “
