Adjustments to Acquisition Price Sample Clauses

Adjustments to Acquisition Price. Paid by Waldo for UPC Shares. Without limitation on any other rights or remedies which may be available to Waldo in law or in equity, in the event that Waldo and/or any Outside Investor(s) discovers, at any time up to the date which is one (1) year from the Final Closing Date, that the outstanding liabilities of UPC as of the Final Closing Date (whether or not then accrued) exceeded the amount set forth in the UPC Company Profile by more than five hundred thousand Dollars ($500,000) (such excess amount hereinafter referred to as the "Excess UPC Liabilities"), UPC shall pay to Waldo the amount of such Excess UPC Liabilities as reimbursement for overpayment by Waldo for the UPC Shares (such repayment amount hereinafter the "UPC Refund Amount"), and the exercise price for the Warrants shall be adjusted accordingly in the manner set forth in the Convertible Warrant Agreement(s). 7.2.1 Promptly upon discovery by Waldo and/or any Outside Investor(s) of any Excess UPC Liabilities, Waldo and/or such Outside Investor(s), as the case may be, shall deliver written notice to UPC with a copy to Waldo or the Outside Investor(s), as applicable (the "UPC Refund Notice") identifying the UPC Refund Amount to be paid by UPC to Waldo. 7.2.2 UPC shall pay to Waldo the UPC Refund Amount within thirty (30) days of delivery of such UPC Refund Notice by Waldo and/or an Outside Investor. Payment by UPC shall be made in Dollars to the account designated by Waldo. The exercise price for the Warrants shall automatically be adjusted accordingly in the manner set forth in the Convertible Warrant Agreement(s). 7.2.3 In the event that UPC fails to indefeasibly pay the UPC Refund Amount to Waldo within the thirty (30) day period herein specified, Waldo shall have the right to demand UPC to, and in the event of such demand UPC shall, pay such amount to Waldo by Transferring to Waldo that number of shares of UPC stock (valued, for purposes of this Section 7.2 only, at four hundred fifty Dollars ($450) per share) equal in value to the due and outstanding UPC Refund Amount. In the event that the value of the shares of UPC stock Transferred by UPC to Waldo hereunder (as calculated herein) is insufficient to cover the entire UPC Refund Amount, any remaining balance thereof shall remain outstanding and shall be immediately due and payable by UPC to Waldo in Dollars. 7.2.4 In the event of a Transfer of shares of UPC stock by UPC in payment of the Refund Amount provided in Section 7.2.3 hereof, UPC...
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Adjustments to Acquisition Price. (a) In the event that, as a result of the operation of Section 11.1, any Transferred Asset that would be otherwise purchased or acquired at the Closing is not purchased or acquired at the Closing (or in the event that any tangible Transferred Asset has been damaged as described in Section 11.1, but such damage has not been fully repaired), then the Acquisition Price shall be reduced to the extent and as provided in Section 11.1, except as otherwise set forth in paragraph (b) below; (b) With respect to any Gate, Ground Support Equipment, Ground Equipment Lease, Gate Property, Gate Property Lease, or any other Transferred Asset that is not transferred to AirTran at the Closing for any reason, the portion of the Acquisition Price allocated to each such item (and, accordingly, the Acquisition Price as a whole) shall be reduced by an amount consistent with the allocations as set forth on Schedule 4.3 or as mutually agreed by the parties hereto if not specifically included thereon; (c) AirTran shall deduct from the cash portion of the Acquisition Price to be paid at Closing and pay over to the City of Chicago, Illinois the amounts owing to the City of Chicago in respect of the approximately $6,990,362 outstanding principal amount of unsecured construction loans made to ATA to fund the jet bridge extension at Midway Airport (such obligations being loan advances in the aggregate principal amount of $7,173,763 representing indebtedness for money borrowed by Sellers pursuant to the Chicago Construction Loan (the “Chicago Construction Loan Indebtedness”), and any other amounts necessary to satisfy any other obligations as to which the failure to perform or cure would constitute a default or an event of default under the Facilities Lease or the Chicago Construction Loan Agreement; provided, however, in no event shall AirTran be permitted or required to pay, assume or deduct in excess of $8,000,000 from the cash portion of the Acquisition Price for such payment (or assumption of such payment) to the City of Chicago; and (d) AirTran shall pay to Sellers up to $22,000,000 of the Acquisition Price referenced in clause (b) of Section 4.1 as and to the extent as follows: on the twentieth (20th) day of each calendar month, commencing with the month after Closing and continuing until December 31, 2012 AirTran shall pay to Sellers a marketing fee of $400 for each Designated Midway Revenue Flight which is made during such period by AirTran or any of its successors and assigns (...
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Related to Adjustments to Acquisition Price

  • Adjustments to the Purchase Price As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts.

  • Adjustments to Purchase Price At Closing, the Purchase Price shall be adjusted (without duplication) in accordance with this Section 2.4. (a) The Purchase Price shall be increased by the following amounts: (i) the amount of all production expenses, operating expenses, third-party overhead expenses under applicable operating agreements, ad valorem and severance taxes, well bonds and capital expenditures actually paid by Seller in connection with the Assets, insofar and only insofar as the same are attributable to the period of time from and after the Effective Time, including, without limitation, (a) all operating costs and expenses paid by Seller, (b) all capital expenditures, including, without limitation, all drilling, completion, reworking, deepening, side-tracking, plugging and abandoning costs and expenses and paid by Seller, (c) all prepaid expenses and land related costs and expenses attributable to the Assets, including, without limitation, all bonus payments, royalty disbursements, delay rental payments, shut-in payments and other similar costs paid by Seller (provided, however, that the Purchase Price shall not be increased by land related expenses incurred by Seller in connection with Title Defect or Environmental Defect curative work), (d) excise, severance and production tax payments, and any other tax payments based upon or measured by the production of Sale Hydrocarbons or the proceeds of sale or other disposition therefrom paid by Seller and (e) expenses paid by Seller to any third party under applicable joint operating agreements or other contracts or agreements included in the Assets (with respect to which Seller shall provide Buyer with copies of the related invoices); (ii) an amount equal to the value of all Stock Hydrocarbons (it being understood that such value shall be calculated based on the reference prices set forth in Schedule 2.4(a)(ii) determined as of the Effective Time, less transportation costs, quality adjustment, if any, applicable taxes and royalty payments); (iii) the adjustment amount, if any, due Seller as determined pursuant to Section 11.1 with respect to Imbalances; (iv) by Six Hundred Thousand Dollars ($600,000.00) if all of Seller’s right, title and interest in the RCVC Agreement are assigned to Buyer pursuant to the terms of this Agreement; and (v) any other amount specified herein or otherwise agreed upon by Seller and Buyer in writing. (b) The Purchase Price shall be decreased by the following amounts: (i) an amount equal to the net proceeds (the price at which the Hydrocarbons are sold after the Effective Time, less transportation costs, quality adjustment, if any, applicable taxes and royalty payments) received by Seller from the sale or other disposition of Sale Hydrocarbons and Stock Hydrocarbons; (ii) all actual production expenses, operating expenses, overhead under applicable operating agreements, taxes, and capital expenditures paid or incurred by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to the ownership or operation of the Assets (or to the Hydrocarbons produced and saved from, or allocable to, the Assets) before the Effective Time; (iii) an amount equal to all proceeds received by Seller from whatever source that relate to the sale of Assets and are attributable to periods after the Effective Time; (iv) the adjustment amount, if any, due Buyer as determined pursuant to Section 11.1 with respect to Imbalances; (v) if reductions due to the aggregate Title Defect Value is greater than the aggregate Title Benefit Value, as provided in Section 6, an amount equal to such difference; (vi) reductions due to Environmental Defects as provided in Section 7; (vii) reductions due to the exercise of Preferential Rights as provided for in Section 9.2 or the time for the exercise of such right has not expired by Closing, or for the Allocated Value of Assets for which consents to assignment have not been obtained by Closing; (viii) reductions due to Casualty Loss as provided in Section 11.3; (ix) Seller’s pro rata share of taxes as determined pursuant to Section 4.1; (x) reductions of the aggregate Allocated Values (without application of thresholds and deductibles) of Leases: (a) for which a consent for assignment has not been obtained by Closing and (b) which have an expiration date between execution of this Agreement and three (3) months after the Closing Date which have not been cured by an extension of such Lease for a period of time of not less than one (1) year; and (xi) any other amount specified herein or otherwise agreed upon by Seller and Buyer in writing.

  • 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.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to the Shares The Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 2.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

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