Adjustments to Payment of Purchase Price Sample Clauses

Adjustments to Payment of Purchase Price. The Consideration Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to PAPI’s securities, occurring on or after the date hereof and prior to the Closing Date.
Sample 1Sample 2
AutoNDA by SimpleDocs
Adjustments to Payment of Purchase Price. The determination of the Base Purchase Price as set forth above was based upon the premise and assumption that the Net Indebtedness Position (as hereinafter defined) of the Acquired Corporation at the time of the Closing would be at least thirty-two thousand dollars ($32,000) (the "BASE AMOUNT"). In the event the Net Indebtedness Position of the Acquired Corporation at the time of the Closing is not equal to at least the Base Amount, then the Base Purchase Price shall be adjusted, at the election of NAC, by either (i) reducing of the outstanding principal amount of the Stockholder's Note by the amount of the Shortfall (as hereinafter defined) or (ii) multiplying the 200,000 shares of NAC Common Stock presumed to be the correct amount of the Base Purchase Price by a fraction, the numerator of which is the amount of the Shortfall and the denominator of which is the Base Amount, with the number of shares of NAC Common Stock resulting from such calculation to be returned to NAC as provided below. As used herein, the "NET INDEBTEDNESS POSITION" of the Acquired Corporation at any time means the amount, if any, by which the amount of nine hundred and fifty thousand dollars ($950,000.00) exceeds the aggregate Outstanding Indebtedness (as hereinafter defined) of the Acquired Corporation as of such time, "SHORTFALL" means the amount, if any, by which the Base Amount exceeds the actual Net Indebtedness Position of the Acquired Corporation at the time of the Closing, and the "OUTSTANDING INDEBTEDNESS" of the Acquired Corporation as of any time means, as of such time, (I) the aggregate outstanding amount (inclusive of principal, accrued but unpaid interest and all fees and charges then due) owed by the Acquired Corporation for borrowed money, which shall include, without limitation, (A) all amounts owed by the Acquired Corporation to SBA Bank pursuant to or as contemplated by that certain Loan Agreement, dated as of April 25, 2002, by and between the Acquired Corporation and SBA Bank (such Loan Agreement, collectively with all related loan documentation, including any surety, guaranty, security agreement, pledge agreement or other agreement related thereto, the "SBA LOAN DOCUMENTS" and the loan covered thereby, the "SBA LOAN"), (B) all amounts owed by the Acquired Corporation to Citibank NA pursuant to or as contemplated by that certain Loan Agreement and Line of Credit Agreement, dated as of July 1, 2001, by and between the Acquired Corporation and Citibank NA (such L...
Sample 1

Related to Adjustments to Payment of Purchase Price

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

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

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to $1.00 (the "Purchase Price").

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

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Adjustments to Payments 11.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

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