Cash Consideration Adjustment Sample Clauses
Cash Consideration Adjustment. (a) Seller has prepared the attached Section E of the Seller Disclosure Schedule, which lists certain current assets and current liability accounts and certain accounting principles, methodologies and policies used in the determination of such accounts. The Estimated Cash Consideration shall be adjusted after the Closing in accordance with this Section 3.05 based upon (i) the actual Closing Net Indebtedness, (ii) the actual Closing Working Capital (Excluding Accounts Receivable) and (iii) the actual Closing Accounts Receivable (each of clause (i) and (iii) as calculated in accordance with Section E of the Seller Disclosure Schedule). For purposes hereof, the statement of the Closing Net Indebtedness, the Closing Working Capital (Excluding Accounts Receivable) and the Closing Accounts Receivable, together with the calculation of the Cash Consideration that results from the determination of such amounts, shall be referred to as the “Closing Statement.” For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness shall be excluded from the determination of the Closing Working Capital (Excluding Accounts Receivable) and Closing Accounts Receivable. The Closing Statement shall be prepared on the basis of, and using the same accounting principles, methodologies and policies, as specified in Section E and I of the Seller Disclosure Schedule and, to the extent not specified therein, as used in preparing the Financial Statements.
(b) If the Cash Consideration (as defined in Section 3.02) as finally determined in accordance with this Section 3.05 is less than the Estimated Cash Consideration, Seller shall contribute to Arris HoldCo the amount of such shortfall, and if the Cash Consideration as finally determined in accordance with this Section 3.05 is greater than the Estimated Cash Consideration, Arris HoldCo shall refund to Seller the amount of such excess, in each case by wire transfer of immediately available U.S. Dollar funds to an account designated in advance by the party entitled to receive payment pursuant to this Section 3.05(b) within three (3) Business Days after the final determination of the Cash Consideration, plus interest on the amount paid accrued from the Closing Date to the date of such payment at the prime rate as published by the Wall Street Journal, Eastern Edition, in effect on the Closing Date through the date of payment.
(c) As promptly as practicable (and, in any event, within 120 days after the Closing), S...
Cash Consideration Adjustment. In the event the Exchange Ratio is adjusted pursuant to the proviso contained in the second sentence of Section 2.1(c), the Cash Consideration will be adjusted upward by an amount equal to the difference between (a) $25 minus (b) the sum of (i) the Exchange Ratio as adjusted pursuant to such proviso multiplied by the Average Closing Price plus (ii) $5.
Cash Consideration Adjustment. The Cash Consideration shall be (a) increased by an amount equal to the sum of 100% of the aggregate amount, if any, of all cash or non-cash capital contributions to Bobcat DevCo and/or Beartooth DevCo by or on behalf of OMS relating to operations of such entities for the period from the Effective Time through the Closing Date and (b) decreased by an amount equal to 100% of the aggregate amount, if any, of any cash or non-cash dividends or distributions by Bobcat DevCo and/or Beartooth DevCo to OMS relating to earnings from such entities for the period from the Effective Time through the Closing Date.
Cash Consideration Adjustment. At the Closing Date, the Surviving Corporation shall pay to the Genex Stockholder an amount equal to the following:
(i) if the Working Capital is greater than or equal to $800,000, and the Cash-on-Hand is greater than or equal to $450,000, an amount equal to $550,000, to be paid as set forth in Section 2.1.7(d) below; or
(ii) if the Working Capital is less than $800,000 (the "Working Capital Deficit") or the Cash-on-Hand is less than $450,000 (the "Cash Deficit"), an amount equal to (A) $550,000 minus (B) the sum of (x) in the case of the Working Capital Deficit, the difference between $800,000 and the Working Capital and (y) in the case of a Cash Deficit, the difference between $450,000 and the Cash-on-Hand (such amount as determined in accordance with this Section 2.1.7(c) shall be referred to herein as the "CASH CONSIDERATION Adjustment"); provided that if the Working Capital Deficit is caused by the Cash Deficit, then Cash Consideration Adjustment shall only be adjusted to reflect the Cash Deficit.
Cash Consideration Adjustment. The Cash Consideration shall be subject to adjustment as follows:
Cash Consideration Adjustment. 2 1.4 Net Assets Adjustment; Closing Cash Adjustment.......................................3 1.5 Tax and Accounting Treatment.........................................................4 ARTICLE II CLOSING.......................................................................................4 2.1 Closing..............................................................................4 2.2 Deliveries at the Closing............................................................5
Cash Consideration Adjustment. Subject to the satisfaction of Section 2.11.1 or Section 2.11.2, the Cash Consideration shall be decreased to an amount determined by dividing (a) the aggregate Cash Consideration minus the Shareholders' Equity Price Adjustment, if applicable, and minus the Environmental Price Adjustment, if applicable, and (b) the number of shares of Company Common Stock issued and outstanding as of the Effective Time.
Cash Consideration Adjustment. All indemnification payments under this Article V shall be deemed adjustments to the Cash Consideration.
Cash Consideration Adjustment. (a) The Cash Consideration shall be increased by all capital contributions made by the Contributor Parties or their Affiliates to the ▇▇▇▇▇▇▇▇ Entities attributable to the period on or after the Effective Time (other than capital contributions made by the Contributor Parties or their Affiliates in connection with the Reorganization Transactions).
(b) The Cash Consideration shall be decreased by all distributions received by a Contributor Party or their Affiliates from the ▇▇▇▇▇▇▇▇ Entities attributable to the period on or after the Effective Time.
Cash Consideration Adjustment. (a) Attached hereto as Exhibit B is the unaudited pro forma consolidated balance sheet of the Companies and the Subsidiaries as of December 31, 2003 (the “Preliminary Balance Sheet”) which reflects the consolidated net book value of the Companies and the Subsidiaries as of such date after giving effect to the Accounting Related Reorganization Activities as set forth in the Accounting Policies in Exhibit B attached hereto and without regard to any assets or liabilities for U.S. federal and state income taxes (the “Preliminary Net Book Value”), together with a reconciliation to the unaudited consolidated balance sheet of the Companies and the Subsidiaries as of December 31, 2003 without giving effect to the Accounting Related Reorganization Activities. The parties acknowledge and agree that the Preliminary Net Book Value is Eighty One Million Nine Hundred Sixty Three Thousand Dollars ($81,963,000) (provided that Newport’s agreement to the foregoing shall not constitute a waiver of Newport’s right to challenge any item on the Proposed Closing Balance Sheet as not being in accordance with GAAP). Within five (5) days following the Closing Date, Parent and Newport shall complete a joint physical count of the inventory of the Companies and the Subsidiaries as of the Closing Date located at the Mountain View, Oroville, Tucson, Stratford, Franklin, Darmstadt, Osaka and Tokyo facilities. As soon as practicable following the Closing Date, but no later than sixty (60) days thereafter, Parent shall deliver to Newport a pro forma unaudited balance sheet of the Companies and the Subsidiaries as of the Closing Date (the “Proposed Closing Balance Sheet”) which shall be prepared from the books and records of the Companies and the Subsidiaries on the same basis as the Preliminary Balance Sheet. Newport will provide to Parent and its representatives access to the books and records of the Companies and the Subsidiaries and the cooperation of its accounting personnel in the preparation of the Proposed Closing Balance Sheet at no cost to Parent. The Proposed Closing Balance Sheet shall reflect the pro forma consolidated net book value of the Companies and the Subsidiaries as determined in accordance with GAAP subject to the pro forma adjustments reflecting the consummation of the Accounting Related Reorganization Activities as of the Closing Date (the “Net Book Value”); provided, however, as exceptions to consistency, Parent shall include on the Proposed Closing Balance Sheet (x...