Cash Price Adjustment. The Cash Price shall be adjusted by subtracting from $29.50 per Common Share a per share amount determined by dividing (i) one-half (1/2) of the Due Diligence Purchase Price Adjustment (as defined below) by (ii) the sum of (x) the number of Common Shares outstanding as of the fifth business day immediately prior to the Effective Time plus (y) the number of Common Shares subject to Employee Options (as defined in Section 1.12) outstanding as of the fifth business day immediately prior to the Effective Time. The Due Diligence Purchase Price Adjustment shall have the meaning set forth in the letter of intent dated November 12, 1996 between the Company and Morgan Stanley Morxxxxx Cxxxxxx Inc., a copy of which is attached as Exhibit A to this Agreement, pursuant to which Morgan Stanley Morxxxxx Xxxxxxx Inc. has agreed to purchase the commercial mortgage loans (the " Loan Portfolio") of the Company's subsidiaries immediately prior to the Effective Time (the "Mortgage Loan Letter of Intent").

Cash Price Adjustment. At the Closing (as hereinafter defined), the Seller shall provide to the Parent a working capital certificate (the “Closing Working Capital Certificate”) determined in accordance with generally accepted accounting principles (“GAAP”) applied consistently with historical procedures, certified by the President, Chief Financial Officer or other executive officer of Seller, setting forth the current assets and current liabilities of the Seller as of the close of business on the date immediately prior to the Closing Date (the “Closing Net Working Capital”). “Current assets” shall include, but not be limited to (i) cash and cash equivalents, (ii) accounts receivable, (iii) inventory (excluding cell phones purchased from Sprint, the Sprint support contract which totals approximately $2,000,000), (iv) prepaid expenses and (v) unbilled revenues. “Current liabilities” shall include, but not be limited to (a) accounts payable, (b) advances and accrued but unbilled expenses, (c) accrued taxes and (d) unearned revenues. Seller may make a distribution of cash to its owners immediately prior to the Closing Date to make Closing Net Working Capital equal to zero. Prior to the Closing Date, the Seller will make payments to vendors and suppliers on a basis consistent with historical payment procedures and terms.

Cash Price Adjustment. (a) Following the Closing, the Cash Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Target Working Capital.

Cash Price Adjustment. (a) As promptly as possible following the Closing Date, the Company shall prepare a consolidated balance sheet of the Company and its Subsidiaries as of a time immediately prior to the Closing (the "Closing Balance Sheet) in accordance with generally accepted accounting principles applied consistently with the Company's past practices used in the preparation of the Annual Financials, except that inventory will be determined using the first-in first-out inventory cost method and without regard to the Company's adoption of Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the change in the Company's accounting policy with respect to the capitalization of internally developed software (the "Accounting Policy Changes). During the fourteen (14) days preceding the Closing Date, RGIS (the "Inventory Firm) shall conduct a wall-to-wall physical count of all the owned inventory located at the stores, distribution centers and warehouses of the Company and its Subsidiaries. Buyer, Seller and their respective accountants shall have the opportunity to observe the physical count of the inventory. As promptly as practicable and no later than fourteen (14) days following the Closing Date, the Inventory Firm shall deliver to Seller and Buyer a written statement setting forth the counted value of the inventory (the "Inventory Statement). The inventory reflected on the Closing Balance Sheet shall be calculated in accordance with generally accepted accounting principles consistently applied by the Company based on the Inventory Statement, utilizing the retail method for the store inventory and the cost method for the warehouse and distribution centers as consistently applied by the Company in preparation of the Annual Financials, except inventory cost will be determined using the first-in first-out inventory cost method. Amounts reflected on the Closing Balance Sheet for those elements, accounts or items to be included in the calculation of Company Net Assets shall include all known and estimated assets and liabilities as of the Closing Date consistent with the Company's fiscal year-end cut-off procedures. As promptly as possible following the receipt of the unaudited Closing Balance Sheet, Coopers & Lybrand L.L.P. ("Coopers) shall perform procedures agreed uxxx xx the parties and Coopers (as set forth in Appendix B to Schedule 3.4B) in connection with the elements, accounts or items of t...

Related to Cash Price Adjustment

Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.
Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”
Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.
Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.
Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.
Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.
Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:
Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.
Exercise Price Adjusted As used in this Warrant, the term "Exercise Price" shall mean the purchase price per share specified in Section 3 of this Warrant, until the occurrence of an event stated in subsection (a), (b) or (c) of this Section 5, and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsection. No such adjustment under this Section 5 shall be made unless such adjustment would change the Exercise Price at the time by $.01 or more; provided, however, that all adjustments not so made shall be deferred and made when the aggregate thereof would change the Exercise Price at the time by $.01 or more. No adjustment made pursuant to any provision of this Section 5 shall have the net effect of increasing the Exercise Price in relation to the split adjusted and distribution adjusted price of the Common Stock. The number of shares of Common Stock subject hereto shall increase proportionately with each decrease in the Exercise Price.
Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

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