Adjustments to the Consideration. All calculations and determinations made by West Fraser, Norbord or the Depositary, as applicable, for the purposes of this Plan of Arrangement and the Arrangement Agreement shall be conclusive, final, and binding.
Adjustments to the Consideration. Without limiting any other provision of this Agreement, the Merger Consideration shall be reduced downward, on a dollar for dollar basis, if on the Closing Date the aggregate of PrimaryAds’ cash in its unrestricted accounts is less than $150,000.
Adjustments to the Consideration. The Consideration shall be subject to adjustment as follows:
Adjustments to the Consideration. If any Leakage is notified under clause 8 or otherwise comes to the attention of the Purchaser at or prior to Completion and a Seller alleged to be in breach of clause 8.1 (each a Relevant Seller) agrees that such Leakage has occurred and the amount of such Leakage (a Leakage Amount), the Consideration shall be reduced by an amount equal to the aggregate Leakage Amounts, which shall discharge each Relevant Seller’s obligation to make payment of such Leakage Amount under clause 8.
Adjustments to the Consideration. For the sixty (60) day period commencing on the Closing Date, THK shall pay to the Members (except for WIH) as additional Merger Consideration their portion (it being agreed that the Members other than WIH shall send a joint written notice to THK indicating their respective sharing percentages) of the following: the amount by which cash collections by Morex Surviving LLC of Morex’s accounts receivable balance on the Closing Date exceeds Morex’s accounts payable balance on the Closing Date by more than $100,000, such amounts to be paid only as collected by THK during such sixty (60) day period, and only after THK has collected the first $100,000 of accounts receivable after the Closing that is to remain as working capital for Morex Surviving LLC post-closing.
Adjustments to the Consideration. The Consideration payable may also be subject to further adjustments, by mutual agreement between the parties in consultation with the Sponsor, so as to allow a compliance placement to take place concurrently with or shortly after Completion at the same Issue Price per Consideration Share.
Adjustments to the Consideration. Holdco shall, as soon as practicable following the Closing and in any event within thirty (30) days after the Closing Date, procure that a balance sheet for McApple as of the Closing Date is prepared and delivered to the Contributing Shareholders (the “Closing Balance Sheet”). If the Book Value per Share on the Closing Date as set forth on the Closing Balance Sheet exceeds the Cash Consideration, Holdco shall deliver to each Contributing Shareholder an amount in cash equal to such excess for each Share contributed to Holdco by such Contributing Shareholder pursuant to this Agreement by wire transfer of immediately available funds within five (5) days after the Closing Balance Sheet is delivered to the Contributing Shareholders. If the Book Value per Share on the Closing Date as set forth on the Closing Balance Sheet is less than the Cash Consideration, each Contributing Shareholder shall deliver to Holdco an amount equal to such shortfall for each Share contributed to Holdco by such Contributing Shareholders pursuant to this Agreement by wire transfer of immediately available funds within five (5) days after the Closing Balance Sheet is delivered to the Contributing Shareholders. If the Contributing Shareholders disagree with the Book Value per Share on the Closing Date as set forth on the Closing Balance Sheet, then no later than three
Adjustments to the Consideration. 4.1 If the amount of the Cash is less than €553,000, the Consideration shall be reduced by the amount of the shortfall and if the amount of the Cash is more than that amount, the Consideration shall be increased by the excess.
4.2 Any amounts payable by the Buyer or the Seller pursuant to clause 4.1 shall be paid without any right of set off or suspension nor subject to any form of escrow or similar arrangement within 7 days after the Cash and Intercompany Indebtedness Statement is agreed or determined in accordance with clause 5 by way of telegraphic transfer to an account nominated by the intended recipient at the request of the payer, together with an additional amount equal to interest on such amount at the Agreed Rate for the period from but excluding the Completion to and including the date of actual payment.
Adjustments to the Consideration. The Consideration payable may also be subject to further adjustments, by mutual agreement between the Parties in consultation with the full sponsor to be appointed in respect of the RTO (the “Full Sponsor”), so as to allow a compliance placement to take place concurrently with or shortly after Completion at the same Issue Price per Consolidated Share.
Adjustments to the Consideration. (a) The parties acknowledge that the Book Equity of the Company at the Closing Date is estimated and assumed by the Shareholders to be negative $231,904.00, as determined as set forth on Schedule B hereto and in accordance ---------- with GAAP.
(b) As promptly as practicable after the Closing Date, the actual Book Equity of the Company as of the Closing Date will be determined by the Surviving Corporation in accordance with the provisions set forth on Schedule B and in accordance with GAAP, and shall be based on the Company's financial statements as of the Closing Date, which shall have been prepared by the Surviving Corporation in accordance with GAAP consistently applied and provided to each Shareholder within forty five (45) days after the Closing Date. In the event that the Book Equity of the Company as of the Closing Date is less or more than negative $231,904.00, the cash portion of the Preliminary Consideration shall be adjusted for each dollar of such overage or shortfall, as the case may be. Within thirty (30) days of receipt of notice of the amount of such Book Equity of the Company as of the Closing Date, the Shareholders' Representative shall provide to the Surviving Corporation any comments or notice of disputes relating to such amount and the calculation thereof. If within thirty (30) days, or such longer period agreed to in writing by the Surviving Corporation and the Shareholders' Representative, after receipt of such comments or notices from the Shareholders' Representative, the Shareholders' Representative and the Surviving Corporation have not mutually agreed on the final actual Book Equity of the Company as of the Closing Date, such amount shall be determined by KPMG (the "Accountant") and at the joint ---------- expense of all parties which determination shall be final and binding. In any event, if the Book Equity of the Company is determined to be less than negative $231,904.00, then the Shareholders shall pay to the Surviving Corporation in accordance with the Applicable Percentages, within five (5) business days after such determination, an amount in cash equal to the excess of negative $231,904.00 over the amount of the Book Equity of the Company. Such amounts, if any, shall be payable in cash received by the Shareholders as part of the Merger Consideration. If the Book Equity of the Company is determined to be more than negative $231,904.00, then the Surviving Corporation shall pay to each Shareholder, within five (5) business day...
