Closing Consideration Adjustments Sample Clauses
Closing Consideration Adjustments. At the Effective Time, Parent shall hold an amount equal to the Purchase Price Adjustment Holdback, which shall constitute a holdback from the Closing Consideration used to satisfy amounts owed to Parent pursuant to this Section 4.1(c)(ii). Within five (5) business days following the determination of the Final Closing Statement,
(A) in the event that the Closing Consideration (as finally determined pursuant to Section 4.1(c)(i)) is greater than the Estimated Closing Consideration (the positive number equal to the difference between the Closing Consideration and the Estimated Closing Consideration, the “Upward Adjustment Amount”), then Parent shall deposit with the Paying Agent for the benefit of the Holders such Upward Adjustment Amount, together with the Purchase Price Adjustment Holdback (after deduction of any applicable Accounting Firm costs and expenses pursuant to Section 4.1(c)(i)), in immediately available funds;
(B) in the event that the Estimated Closing Consideration is greater than the Closing Consideration (as finally determined pursuant to Section 4.1(c)(i)) (the absolute value of the negative number equal to the difference between the Estimated Closing Consideration and the Closing Consideration, the “Downward Adjustment Amount”), then Parent shall (1) retain an amount in cash equal to the Downward Adjustment Amount and (2) deposit with the Paying Agent for the benefit of the Holders the remainder (if any) of the Purchase Price Adjustment Holdback after deducting the Downward Adjustment Amount and any applicable Accounting Firm costs and expenses pursuant to Section 4.1(c)(i), in each case in immediately available funds; provided, however, that if the Downward Adjustment Amount exceeds the Purchase Price Adjustment Holdback, Parent shall be entitled to setoff any such difference against the unpaid portion of the Earn-Out Consideration; or
(C) in the event that the Closing Consideration (as finally determined pursuant to Section 4.1(c)(i)) equals the Estimated Closing Consideration, then Parent shall deposit with the Paying Agent for the benefit of the Holders the Purchase Price Adjustment Holdback (after deduction of any applicable Accounting Firm costs and expenses pursuant to Section 4.1(c)(i)) in immediately available funds.
Closing Consideration Adjustments. To the extent that: (a) Target’s Inventory at Closing is less than $2,600,000, (b) the excess of Target’s Accounts Receivable (which shall, in no way, include any receivables, refunds or credits related to Taxes) over Target’s accounts payable (in accordance with Target GAAP and as reflected in the Financial Projections), each at Closing, is less than $937,000, (c) Target’s cash at Closing is less than $2,500,000 plus the amounts of any non-recurring engineering fees received prior to Closing as listed on Schedule 2.6(i) attached hereto (any and all such shortfalls pursuant to subsections (a), (b), or (c), together, the “Working Capital Shortfall”), or (d) there are Target Transaction Expenses which have not been paid prior to the Closing (the “Unpaid Target Transaction Expenses”), the parties have agreed that the sum of (i) the Working Capital Shortfall, if any, and (ii) the unpaid Target Transaction Expenses (the sum of (i) and (ii) being the “Adjustment Amount”), shall, at Acquiror’s option, reduce the Closing Consideration (as determinable at Closing), be Damages indemnifiable under Section 6 hereto or be setoff against the Earnout Payment. Provided, however, the parties agree that at such date that is most proximately practicable prior to the Closing Date and prior to the last stockholder distribution or dividend of Target, and in lieu of any reduction in the Closing Consideration, Damages indemnifiable under Section 6 hereto, or setoff against the Earnout Payment, in each case as noted in the previous sentence, Target shall have caused the cash balance of Target as of the date of Closing to be increased to reflect the amount of any Adjustment Amount (a “Closing Cash Balance Adjustment”). To the extent that an Adjustment Amount as determined as of the Closing does not accurately reflect the actual Working Capital Shortfall or Unpaid Target Transaction Expenses, Acquiror shall be entitled to payment for any such unpaid or deficient portion of the Adjustment Amount (taking into account the aggregate net working capital shortfall of the above described components of the Adjustment Amount, it being the intent of the parties that any excess in any component shall be applied against any deficiency in another component when calculating the final amount of the Working Capital Shortfall) as an indemnifiable claim under Section 6 hereunder; provided, however, that no such claim hereunder shall be made based upon any breach of any representation or warranty or c...
Closing Consideration Adjustments. At the Closing, the number of the Base Subscription Shares to be issued shall be adjusted as follows:
(a) if the Net Revenue of the Contributed Business reflected in the Audited Income Statement for the fiscal year 2018 is lower than the Net Revenue of the Contributed Business reflected in the Unaudited Income Statement for the fiscal year 2018 (such difference, the “Net Revenue Audit Differential”), then the number of the Base Subscription Shares to be issued at the Closing shall be reduced by a number equal to the Base Subscription Shares, multiplied by a fraction, the numerator of which is the Net Revenue Audit Differential and the denominator of which is the Net Revenue of the Contributed Business reflected on the Unaudited Income Statement, rounded to the nearest whole number (such fraction, the “Net Revenue Audit Adjustment Percentage”);
(b) if the Net Revenue of the Contributed Assets that have been fully transferred or otherwise contributed to the Yirendai Group reflected in the Audited Income Statement for the fiscal year 2018 is lower than the Net Revenue of the Contributed Assets reflected in the Audited Income Statement for the fiscal year 2018 (such difference, the “Net Revenue Differential”), then the number of the Base Subscription Shares to be issued at the Closing shall be reduced by a number equal to the Base Subscription Shares multiplied by a fraction, the numerator of which is the Net Revenue Differential and the denominator of which is the Net Revenue of the Contributed Assets reflected in the Audited Income Statement for the fiscal year 2018, rounded to the nearest whole number (such fraction, the “Net Revenue Adjustment Percentage”); and
(c) notwithstanding anything to the contrary above in this Section 3.6, if the adjustment procedures in Section 3.6(a) and Section 3.6(b) would result in the aggregate number of the Subscription Shares issuable at the Closing being reduced by a number that is equal to or less than 21,383,589 Ordinary Shares (being twenty percent (20%) of the Base Subscription Shares), then Section 3.6(a) and Section 3.6(b) shall be disregarded and no adjustment in accordance with Section 3.6(a) and Section 3.6(b) shall be made to the number of the Subscription Shares issuable at the Closing.