Closing Cash Consideration Adjustment Sample Clauses

Closing Cash Consideration Adjustment. (a) The Closing Cash Consideration may be increased or decreased by the Working Capital Adjustment, if any. The “Working Capital Adjustment” (which may be a positive or a negative number) shall be an amount equal to (x) the Transferred Working Capital (defined below) minus (y) the Target Working Capital (also defined below).
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Closing Cash Consideration Adjustment. The Estimated Closing Cash Consideration and the Final Closing Cash Consideration Adjustment shall be determined as set forth below in this Section 2.6:
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Closing Cash Consideration Adjustment. If following the final determinations pursuant to Section 2.5:
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Closing Cash Consideration Adjustment. (a) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Closing Statement”), prepared in accordance with this Agreement and the Accounting Principles, setting forth Buyer’s good faith calculations of (i) the Closing Working Capital Amount, (ii) Closing Cash, (iii) Closing Debt, (iv) Company Transaction Expenses and (v) the Closing Cash Consideration, calculated in accordance with Section 1.2. Seller shall assist and cooperate with Buyer in all commercially reasonable respects in the preparation of the Closing Statement and the calculations of the Closing Working Capital Amount, Closing Cash, Closing Debt, Company Transaction Expenses and the Closing Cash Consideration, including by providing Buyer with reasonable access to any relevant books, records and personnel of Seller or Holdco. If Buyer fails to timely deliver the Closing Statement, Seller shall have sixty (60) days from the original due date of the Closing Statement to elect in its sole discretion to deem the Final Closing Cash Consideration to be equal to the Estimated Closing Cash Consideration or otherwise to prepare and deliver the Closing Statement at Buyer’s expense. In the event Seller elects to deem the Final Closing Cash Consideration to be equal to the Estimated Closing Cash Consideration in accordance with the preceding sentence, such determination shall be final and binding on the parties and non-reviewable. In the event Seller elects to deliver the Closing Statement in accordance with the preceding sentence, Buyer shall have the right to review and dispute the Closing Statement pursuant to Section 1.7(b) as if it were Seller.
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Closing Cash Consideration Adjustment. The Closing Cash Consideration shall be subject to adjustment following the Closing as follows:
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Closing Cash Consideration Adjustment. The Cash Consideration to be paid at the Closing pursuant to Section 3.2.1 shall be increased (if applicable) by an amount equal to any Working Capital Increase, or decreased (if applicable) by an amount equal to any Working Capital Decrease. The net amount by which the Cash Consideration is adjusted at the Closing in accordance with the preceding sentence is referred to as the "Closing Date Adjustment." As used herein:
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Closing Cash Consideration Adjustment. (a) Pursuant to Section 5.12, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than three Business Days prior to the Closing Date.
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Closing Cash Consideration Adjustment 
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Related to Closing Cash Consideration Adjustment

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • 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.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

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

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

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