Cash Consideration Adjustment. (a) Not less than three (3) business days prior to the Closing Date (as defined herein), Seller shall cause Parent to prepare and deliver to Purchaser (i) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations prior to the Closing Date, (2) are fully earned based on such purchases and receipts, (3) are required to be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end ...
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. 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. 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. 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 subject to adjustment as follows:
Cash Consideration Adjustment. The Total Cash Consideration shall be reduced $1.00 for each $1.00 that Buyer's post-closing audit of Sub (to be completed by Buyer's independent certified public accountant not later than 90 days after the Effective Time) determines that Sub's net worth (determined in accordance with generally accepted accounting principles on an accrual basis and taking into consideration solely the assets and liabilities of Checkmate and Maverick) is less than a negative $345,000 at the Effective Time. No reduction shall take place with respect to taxes which may become due upon the acceleration of income and expenses of the merged entities into the Sub's income and expenses due to the conversion to the accrual basis of accounting. Not later than ten days after receipt of the auditors' report Buyer shall pay to Sellers the balance of the Total Cash Consideration. If due to the foregoing the Total Cash Consideration is reduced by more than $500,000, any amount in excess of $500,000 shall be deducted from the Total Stock Consideration, as provided below. The reductions (if applicable) in the respective purchase prices for the Maverick and Checkmate mergers resulting from the foregoing shall be allocated according to the change in net worth of Checkmate from negative $231,000 and Maverick from negative $114,000, and to each Seller pro rata in accordance with their share ownership in each of Checkmate and Maverick. In the event the Cash Consideration is reduced because Buyer's accountant determines in the audit that accounts receivable are uncollectible or should be subject to a reserve, then
(A) to the extent accounts receivable reflected on the combined Checkmate and Maverick balance sheets at the Effective Time (excluding any accounts assigned under subsection B below) are collected during calendar year 2000 and the amount collected is in excess of that determined in the audit (i.e., accounts receivable are written off or reserved in audit are in fact collected in year 2000), the Cash Consideration shall be readjusted upward to reflect such excess and Sellers shall have the option of receiving their pro rata portion of such additional Cash Consideration in cash or Buyer common stock (valued in accordance with paragraph 2), and
(B) at any time, Sellers shall have the right (to be exercised by Tommy Chambers in consultatixx xxxx xxx xxher Sellers) to receive an assignment of any accounts receivable written off and deemed uncollectible by Buyer's accountant in the audit whi...
Cash Consideration Adjustment. (a) The Cash Consideration shall be increased by all capital contributions made by the Contributor Parties or their Affiliates to the Xxxxxxxx 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 Xxxxxxxx Entities attributable to the period on or after the Effective Time.
Cash Consideration Adjustment. 3.4.1 The Cash Consideration shall be increased (on a component of EUR [***] per EUR 1 basis) with an amount equal to the sum of the following items, without duplication:
a. any dividend or other distribution declared, paid or made by ASR;
b. any share buyback executed by ASR or any other payment made as a result of a redemption, reduction, cancellation or purchase of shares in, or a decrease of, any share capital of ASR;
c. all fees and related costs and expenses incurred by or reimbursed by or charged to the ASR Group in connection with the Transaction (which for the avoidance of doubt includes any fees, costs, and expenses of lawyers, accountants, brokers, finders, financial advisory, financial and tax assistance, data room advisory services, and other third-party advisers having rendered services directly in relation to the Transaction, paid or incurred by the ASR Group);
d. all fees and related costs and expenses incurred by or reimbursed by or charged to the ASR Group in connection with the Debt Financing, or any other financing arrangement to be entered into by the ASR Group in connection with the Transaction (which for the avoidance of doubt includes any commitment fees or similar payments made to the relevant providers of such Debt Financing or other financing arrangements);
e. any payment or bonus (in cash or in kind) made or agreed to be made to any Director of any ASR Group Companies or employee of the ASR Group Companies in connection with, or as an incentive to complete, the Transaction, regardless of when; and
f. any Tax Liability of the ASR Group in respect of any of the foregoing in each case to the extent having occurred during the period from the Effective Date up to and including the Closing Date and decreased with any Tax Benefit in respect of the above for any member of the ASR Group (the “Cash Consideration Adjustment”), provided that (A) the EUR 214 million dividend payment paid by ASR in June 2022, (B) the EUR 131 million interim dividend payment paid by ASR in September 2022, (C) the EUR 75 million share buyback executed by ASR, which started on 24 February 2022 and was 466 Aegon Annual Report on Form 20-F 2022 Exhibit 4.4 completed on 24 May 2022, and (D) the ASR FY 2022 annual dividend, which shall be paid in June 2023, shall, up to a maximum of EUR [***] per share, be excluded from the Cash Consideration Adjustment.
3.4.2 ASR shall deliver a draft notice to Aegon no later than 10 (ten) Business Days prior to the date on which C...
Cash Consideration Adjustment. All indemnification payments under this Article V shall be deemed adjustments to the Cash Consideration.
