Common use of Adjustments for subsequent events after the Base Date Clause in Contracts

Adjustments for subsequent events after the Base Date. The amount of any distributable profits generated by the Target Company before the Base Date that are declared for declaration during the Transitional Period shall not be included into the Transaction Consideration. To the extent that as determined in the Closing Audit, there is a decrease in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PetroChina agrees that PipeChina shall have priority to deduct in proportion of the Target Equity the corresponding amount from the unpaid Cash Consideration. To the extent that the unpaid Cash Consideration cannot cover the decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition. On the contrary, in the event that there is an increase in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PipeChina agrees that PetroChina is entitled to obtain such increased income through distribution of distributable profits attributable to the Target Equity. The dividend resolution of the Target Company shall be declared prior to the Closing Date (including the very date). The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. The amount of dividends declared or distribution during the Transitional Period shall not be included into the Transaction Consideration. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration.

Appears in 6 contracts

Samples: Equity Acquisition Agreement (Petrochina Co LTD), Equity Acquisition Agreement (Petrochina Co LTD), Equity Acquisition Agreement (Petrochina Co LTD)

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Adjustments for subsequent events after the Base Date. The amount of any distributable profits generated by the Target Company before the Base Date that are declared for declaration during the Transitional Period shall not be included into excluded from the Transaction Consideration. To the extent that as determined in the Closing Audit, there is a decrease in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PetroChina agrees that PipeChina shall have priority to deduct in proportion of the Target Equity the corresponding amount from the unpaid Cash ConsiderationConsideration not yet paid. To the extent that the unpaid Cash Consideration cannot cover the decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition. On the contrary, in the event that there is an increase in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PipeChina agrees that PetroChina is entitled to obtain such increased income through distribution of distributable profits attributable to the Target Equity. The dividend resolution of the Target Company shall be declared prior to the Closing Date (including the very date). The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. The amount of dividends declared or distribution during the Transitional Period shall not be included into excluded from the Transaction Consideration. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration.

Appears in 1 contract

Samples: Petrochina Co LTD

Adjustments for subsequent events after the Base Date. The amount of any distributable profits generated by the Target Company Assets before the Base Date that are declared for declaration during the Transitional Period shall not be included into the Transaction Consideration. To the extent that as determined in the Closing Audit, there is a decrease in the net asset value of the Target Company Assets as a result of the adjustments for subsequent events after the Base Date, PetroChina agrees that PipeChina shall have priority to deduct in proportion of the Target Equity the corresponding amount from the unpaid Cash Consideration. To the extent that the unpaid Cash Consideration cannot cover the decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this AcquisitionTransaction. On the contrary, in the event that there is an increase in the net asset value of the Target Company Assets as a result of the adjustments for subsequent events after the Base Date, PipeChina agrees that PetroChina is entitled to obtain such increased income through distribution of distributable profits attributable to the Target Equitytarget equity. The dividend resolution of the Target Company Companies shall be declared prior to the Closing Date (including the very date). The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. The amount of dividends declared or distribution during the Transitional Period shall not be included into the Transaction Consideration. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration.

Appears in 1 contract

Samples: Disposal Agreement (Petrochina Co LTD)

Adjustments for subsequent events after the Base Date. The amount of any distributable profits generated by the Target Company Assets before the Base Date that are declared for declaration during the Transitional Period shall not be included into excluded from the Transaction Consideration. To the extent that as determined in the Closing Audit, there is a decrease in the net asset value of the Target Company Assets as a result of the adjustments for subsequent events after the Base Date, PetroChina agrees that PipeChina shall have priority to deduct in proportion of the Target Equity the corresponding amount from the unpaid Cash Consideration. To the extent that the unpaid Cash Consideration cannot cover the decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this AcquisitionTransaction. On the contrary, in the event that there is an increase in the net asset value of the Target Company Assets as a result of the adjustments for subsequent events after the Base Date, PipeChina agrees that PetroChina is entitled to obtain such increased income through distribution of distributable profits attributable to the Target Equitytarget equity. The dividend resolution of the Target Company Companies shall be declared prior to the Closing Date (including the very date). The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. The amount of dividends declared or for distribution during the Transitional Period shall not be included into excluded from the Transaction Consideration. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration.

Appears in 1 contract

Samples: Framework Agreement (Petrochina Co LTD)

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Adjustments for subsequent events after the Base Date. The amount of any distributable profits generated by the Target Company before the Base Date that are declared for declaration during the Transitional Period shall not be included into the Transaction Consideration. To the extent that as determined in the Closing Audit, there is a decrease in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PetroChina agrees that PipeChina shall have priority to deduct in proportion of the Target Equity the corresponding amount from the unpaid Cash ConsiderationConsideration not yet paid. To the extent that the unpaid Cash Consideration cannot cover the decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition. On the contrary, in the event that there is an increase in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PipeChina agrees that PetroChina is entitled to obtain such increased income through distribution of distributable profits attributable to the Target Equity. The dividend resolution of the Target Company shall be declared prior to the Closing Date (including the very date). The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. The amount of dividends declared or distribution during the Transitional Period shall not be included into the Transaction Consideration. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration.

Appears in 1 contract

Samples: Equity Acquisition Agreement (Petrochina Co LTD)

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