Adjustments of Purchase Price. (1) Solely for purposes of facilitating the calculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall provide to Buyer, five (5) Business Days before the Closing Date, the Draft Closing Statement.
Adjustments of Purchase Price. (a) Documentation On or before 31 December 2003 where available or when earliest available, the Buyer must deliver to the Seller a statement setting out the Revenue in respect of each calendar month from 1 November 2002 to 30 November 2003, and any other information reasonably required by the Seller in order to determine comprehensively and accurately the Revenue in each of those calendar months.
Adjustments of Purchase Price. (a) In the event that the Company shall at any time after the date of this Agreement (i) pay a dividend, or make a distribution, on the Common Stock which is payable in shares of its Common Stock or securities convertible into Common Stock, (ii) subdivide or reclassify its then outstanding shares of Common Stock into a greater number of shares, or (iii) combine its outstanding shares of Common Stock by reclassification or otherwise; then, in any such event, the Purchase Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock outstanding immediately prior to the occurrence of such event, multiplied by the then existing Purchase Price by (B)the total number of shares of Common Stock outstanding immediately after the occurrence of such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock) and the resulting quotient shall be the adjusted Purchase Price per share. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination.
Adjustments of Purchase Price. 3.1 The overall Purchase Price of MIDAS interests referred to in clause III.2.1 has been established by the Parties on the assumption that the Net Invested Capital of MIDAS in the business which is the object of the Transaction is US $ 49 million, according to the criteria and calculation of Net Invested Capital enclosed as Annex B hereto.
Adjustments of Purchase Price. (1) The Purchase Price shall be adjusted as of the Closing Time in a manner and amount to be agreed upon by the Parties, acting reasonably, for any property taxes (including interest thereon), utilities and any other items which are usually adjusted in purchase transactions involving assets similar to the Purchased Assets in the context of a Court supervised sale (the “Adjustments”). The Receiver shall prepare a statement of adjustments and deliver same with all supporting documentation to the Purchaser for its approval by no later than the Closing Date. If the amount of any Adjustments required to be made pursuant to this Purchase Agreement cannot be reasonably determined as of the Closing Date, an estimate shall be agreed upon by the Parties as of the Closing Date based upon the best information available to the Parties at such time, each Party acting reasonably, and such estimate shall serve as a final determination.
Adjustments of Purchase Price. (i) If the Final Net Assets ----------------------------- (Excluding Equipment) are lower than the Net Assets (Excluding Equipment) as reflected on the Statement of Net Assets (Excluding Equipment) ("Preliminary Net --------------- Assets (Excluding Equipment)") (either because Final Net Assets (Excluding ---------------------------- Equipment) is a negative number where Preliminary Net Assets (Excluding Equipment) is a positive number or a smaller positive number than the positive number constituting Preliminary Net Assets (Excluding Equipment)), Sellers shall pay to Purchaser the amount by which (i) the Preliminary Net Assets (Excluding Equipment) exceeds (ii) the Final Net Assets (Excluding Equipment). If Final Net Assets (Excluding Equipment) is greater than Preliminary Net Assets (Excluding Equipment) (because Final Net Assets (Excluding Equipment) is a larger positive number than the positive number constituting Preliminary Net Assets (Excluding Equipment)), Purchaser shall pay to Sellers the amount by which (i) the Final Net Assets (Excluding Equipment) exceeds (ii) the Preliminary Net Assets (Excluding Equipment).
Adjustments of Purchase Price. (a) Within five (5) days following the Closing Date, the Seller and the Buyer shall make a mutual physical count of the Inventory at the point of shipment to determine the Inventory at the Closing (the "Closing Inventory"). In addition, the Buyer and the Seller shall have until January 31, 1999 to confirm the gross Receivables and determine the Receivables, net of Reserves on the Closing Date (the "Closing Receivables"). On the basis of such Inventory count and confirmation of the Receivables, the Buyer and the Seller shall determine if the applicable Inventory Minimums and the Receivables Minimum are satisfied. If the same are not satisfied and the difference between the applicable Inventory Minimums and the Closing Inventory or the Receivables Minimum and the Closing Receivables, as the case may be, is an amount greater than $25,000, the Purchase Price shall be reduced by (i) one dollar ($1.00) for each dollar that the value of the Closing Inventory for Forecasted Inventory is below the Forecasted Inventory Minimum, (ii) twenty eight cents ($.28) for each dollar that the value of the Closing Inventory for Special Inventory is below the Special Inventory Minimum, and (iii) one dollar ($1.00) for each dollar that the value of the Closing Receivables is below the Receivables Minimum; and in each case, the Seller shall promptly remit to the Buyer the difference in immediately available funds. In addition, if the Receivables at the Closing Date, net of the agreed to Reserves at the Closing Date, is greater than (A) the Receivables at the Closing Date, net of Reserves as of December 31, 1998, plus (B) $25,000, the Buyer shall promptly remit to the Seller the difference in immediately available funds.
Adjustments of Purchase Price. (a) In case the Corporation after the Date of Grant shall (i) pay a stock dividend or make a distribution in shares of capital stock of the Corporation, or (ii) sub-divide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Corporation, the exercise right and the Purchase Price in effect immediately prior to such action shall be adjusted so that the Grantee shall be entitled to receive the number of shares of capital stock of the Corporation which it would have owned immediately following such action had such Option been exercised immediately prior thereto. An adjustment made pursuant to this sub-Section 9(a) shall, in the case of a subdivision, combination or reclassification become effective retroactively immediately after the effective date thereof and shall, in case of a dividend or distribution, become effective retroactively immediately after the record date thereof, subject in each case to the provisions of sub-Section 9(e). If, as a result of an adjustment made pursuant to this sub-Section 9(a), the Grantee shall become entitled to receive shares of two or more classes of capital stock of the Corporation, the Board of Directors of the Corporation (whose determination shall be conclusive) shall determine the allocation of the adjusted Purchase Price between or among shares of such classes of capital stock.
Adjustments of Purchase Price. 3.1 In the event that between the date of this Agreement and the Closing Date, JDI raises an additional $10,000,000 (U.S.) in capital, then the number of Acubid Common Shares to be received by the Seller hereunder shall be increased from 44,000,000 Common Shares to 49,000,000 Common Shares.
Adjustments of Purchase Price. The Purchase Price specified in Section 2.03 above assumes that the sum of Purchased Receivables and (ii) Purchased Inventory, less the sum of (iii) Purchased Payables and (iv) Product Claims in excess of $50,000, equals $1,754,000 (the "Target Sum"). Any payment made by either party, pursuant to this Section 2.06 shall be made in immediately available funds.
