Aggregate True-Up Sample Clauses
Aggregate True-Up. Any amounts owing and payable between Acquiror and Company Preferred Stockholders pursuant to any of Sections 2.08(b) and Sections 2.09(a), (b), (c) and (d) shall be set-off against any other amount or amounts owing and payable between such parties pursuant to such Sections, such that only a net amount (the “Net Adjustment Amount”) shall be paid as follows:
(i) If the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are less than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share), then within five (5) Business Days of the Final Determination Date, (A) Acquiror shall issue to the Company Preferred Stockholders (in accordance with their respective Ownership Allocations), an amount of shares of Acquiror Common Stock equal to the difference of (I) the Holdback Amount minus (II) the Net Adjustment Shares and (B) the remaining portion of the Holdback Amount (if any) shall be released to the Acquiror and may then be used by the Acquiror for any purpose.
(ii) If the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are equal to or more than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share), then the Holdback Amount will be deemed to be released in its entirety to Acquiror and may then be used by Acquiror for any purpose.
(iii) If the Net Adjustment Amount is positive and, therefore, is payable to Company Preferred Stockholders, then within five (5) Business Days of the Final Determination Date, (A) Acquiror shall issue to Company Preferred Stockholders (in accordance with their respective Ownership Allocations), an amount of shares of Acquiror Common Stock equal to the Net Adjustment Amount, valued for such purposes at $0.35 per share and (B) the Holdback Amount shall be released to the Company Preferred Stockholders in accordance with their Ownership Allocation.
(iv) Payment of the Net Adjustment Amount and/or Holdback Amount, if applicable, to the Company Preferred Stockholders shall be made by depositing such shares with the Exchange Agent for further distribution to the Company Preferred Stockholders.
(v) The parties shall treat the payment of the Net Adjustment Amount as an adjustment to the Final Merger Consideration for Tax purposes, unless otherwise required by applicable Law.
Aggregate True-Up. Any amounts owing and payable between the Buyer and FTS pursuant to any of this Section 3.02 shall be set-off against any other amount or amounts owed and payable between the parties, such that only a net amount (the “Adjusted Net Amount”) shall be paid (“Purchase Price Adjustments”), and shall be accompanied by interest on such amounts from the due date for such payment through the date paid at the rate of 10% per annum, compounded annually.
(i) If the Adjusted Net Amount is payable to the Buyer, then within three (3) Business Days of the Final Determination Date, FTS shall pay an amount in cash, by wire transfer of immediately available funds, equal to the Net Adjustment Amount to the Buyer to one or more accounts designated by the Buyer as set forth on Schedule 3.02(d)(i); and
(ii) If the Adjusted Net Amount is payable to the FTS, then within three (3) Business Days of the Final Determination Date, the Buyer shall pay an amount in cash, by wire transfer of immediately available funds, equal to the Net Adjustment Amount to FTS to one or more accounts designated by the FTS as set forth on Schedule 3.02(d)(ii).