Calculation of Closing Consideration Sample Clauses

Calculation of Closing Consideration. Not later than five business days prior to the Closing Date, Seller shall deliver to Buyers a written statement from Seller setting forth the calculations of (i) the LP Base Purchase Price, LP Estimated Adjustment Amount and LP Interest Adjustment and (ii) the Corp Base Purchase Price, Corp Estimated Adjustment Amount and Corp Interest Adjustment, in each case, in reasonable detail, based on the best information available to Seller as of the date hereof, together with supporting work papers with respect to such calculations. The LP Base Purchase Price shall be increased by the LP Estimated Adjustment Amount if the LP Estimated Adjustment Amount is positive or decreased by the LP Estimated Adjustment Amount if the LP Estimated Adjustment Amount is negative. The Corp Base Purchase Price shall be increased by the Corp Estimated Adjustment Amount if the Corp Estimated Adjustment Amount is positive or decreased by the Corp Estimated Adjustment Amount if the Corp Estimated Adjustment Amount is negative.
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Calculation of Closing Consideration. The aggregate consideration to be issued upon the Closing of the Merger (the “Closing Consideration”) to the holders of all (100%) of the issued and outstanding shares of New Core Common Stock outstanding immediately prior to the Effective Time (the “New Core Holders”) shall be comprised of the Initial Shares (defined below) and Additional RDSI Shares (defined below). The Closing Consideration shall be the number of shares of RDSI Common Stock which would equal the sum of:
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Calculation of Closing Consideration. Not later than 5 days prior ------------------------------------ to the date of Closing, Seller shall deliver to Buyer a written statement setting forth (i) the Base Purchase Price, (ii) the Interest Adjustment, and (iii) the Estimated Adjustment Amount (including an estimate of the Settlement Amount), with Seller's calculation of the Interest Adjustment and the Estimated Adjustment Amount in reasonable detail, based on information then available to Seller. If the Estimated Adjustment Amount is positive, the sum of the Base Purchase Price and the Interest Adjustment shall be increased by the Estimated Adjustment Amount, and if the Estimated Adjustment Amount is negative, the sum of the Base Purchase Price and the Interest Adjustment shall be reduced by the Estimated Adjustment Amount.
Sample 1
Calculation of Closing Consideration. Not later than 5 days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth an estimate of the Adjustment Amount (the "Estimated Adjustment Amount") with Seller's calculation thereof in reasonable detail, based on information then available to Seller. Subject to the terms and conditions of this Agreement, at the Closing Buyer shall pay in immediately available funds by confirmed wire transfer to a bank account to be designated by Seller an amount equal to the Base Purchase Price plus (i) the Interest Adjustment and plus or minus (ii) the Estimated Adjustment Amount.
Sample 1
Calculation of Closing Consideration. Not less than five (5) business days prior to the Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Parent a certificate containing a statement (the “Estimated Closing Statement”) representing the Company’s good faith estimate of the Closing Consideration and each component thereof (the “Estimated Closing Consideration”) as of immediately prior to the Closing. The Estimated Closing Statement and all estimates and calculations contained therein shall be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on a basis consistent with the terms of this Agreement and the Agreed Accounting Principles and shall include supporting information and data reasonably necessary to support the calculations and estimates contained therein. After delivery of the Estimated Closing Statement, the Company shall make its representatives, including the Holder Representative, reasonably available to Parent to discuss the Estimated Closing Statement and related supporting documentation. No failure by Parent to dispute the Company’s calculation of the Estimated Closing Consideration prior to the Closing shall be considered agreement with such amount for purposes of calculating the Closing Consideration or any component thereof.
Sample 1
Calculation of Closing Consideration. Not less than three (3) business days prior to the Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Parent a certificate containing a statement (the “Estimated Closing Statement”) representing the Company’s good faith estimate of the Closing Consideration and each component thereof (the “Estimated Closing Consideration”) as of immediately prior to the Closing. The Estimated Closing Statement and all estimates and calculations contained therein shall be prepared in accordance with the Agreed Accounting Principles and shall include supporting information and data reasonably necessary to support the calculations and estimates contained therein. After delivery of the Estimated Closing Statement, the Company shall make its representatives reasonably available to Parent to discuss the Estimated Closing Statement and related supporting documentation. No failure by Parent to dispute the Company’s calculation of the Estimated Closing Consideration prior to the Closing shall be considered agreement with such amount for purposes of calculating the Closing Consideration or any component thereof. For the purposes of this Agreement, “Agreed Accounting Principles” means the Company’s accounting methods, policies, practices and procedures, applied consistently with the classification and estimation methodology used to prepare the Financial Statements, in the form set forth on Exhibit 2.
Sample 1
Calculation of Closing Consideration. No later than seven (7) Business Days prior to the Closing Date, the Company shall prepare or cause to be prepared, and deliver to DHHC a written statement (the “Estimated Closing Statement”) setting forth the Company’s good-faith estimate of the Closing Consideration and each component thereof (the “Estimated Closing Consideration”) as of the Determination Time. The Estimated Closing Statement and all estimates and calculations contained therein shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement, and shall include supporting information and data reasonably necessary to support the calculations and estimates contained therein. After delivery of the Estimated Closing Statement, the Company shall (a) make its Representatives reasonably available to DHHC to discuss the Estimated Closing Statement and related supporting documentation, (b) review and consider in good faith any comments to the Estimated Closing Statement reasonably provided by DHHC or any of its Representatives and (c) revise such Estimated Closing Statement to incorporate any changes that are necessary or appropriate given such comments or relating to updated information after initial delivery thereof. If DHHC wishes to dispute the Company’s calculation of the Estimated Closing Consideration prior to the Closing, DHHC shall give the Company written notice of such dispute no later than the Business Day prior to the Closing Date.
Sample 1
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Related to Calculation of Closing Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • 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.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Stock Consideration 3 subsidiary...................................................................53

  • 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).

  • 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.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

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