Adjustments to Base Consideration Sample Clauses

Adjustments to Base Consideration. (a) (i) Adjustments to Base Consideration For Title and Environmental Defects. Subject to the provisions of Section 5.2, Purchaser may conduct, at its sole cost, such title and environmental examinations or investigations, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Oil and Gas Interests in order to determine whether any Title Defects or Environmental Defects (as hereinafter defined) exist. Purchaser may deliver to the Company in writing, within twenty-one (21) days of the date of this Agreement, a written notice including: (i) a specific description of each defect associated with the Oil and Gas Interests that it asserts constitutes a violation of the representation set forth in Section 3.2(e) or Section 3.11 (in either case a "Title Defect") or Section 3.14 (an "Environmental Defect"); (ii) a description of each such Title Defect or Environmental Defect; (iii) the amount of the adjustment to the Base Consideration that it asserts based on such defects; and (iv) its method of calculating such adjustment in the manner provided in Section 5.9(c) and Section 5.9(d). If such notice is not timely submitted, Purchaser shall be deemed to have waived its basis for an adjustment to Base Consideration under this Section 5.9 with respect to Title Defects and Environmental Defects. The non-existence of a title opinion or incomplete due diligence by the Purchaser shall not constitute a Title Defect or a lack of Defensible Title to the Assets.
Sample 1
AutoNDA by SimpleDocs

Related to Adjustments to Base Consideration

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • 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 Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • 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.

  • 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.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • 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 the Shares The applicable 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 4.

Time is Money Join Law Insider Premium to draft better contracts faster.