CONSIDERATION AND ADJUSTMENTS Sample Clauses

CONSIDERATION AND ADJUSTMENTS. 3.1 Subject to sub-Clause 3.3 below, the consideration for the sale of the Sale Shares shall be US$[o] payable in cash by the Purchaser on Completion (the "ESTIMATED CONSIDERATION"). 3.2 The payment under sub-Clause 3.1 shall be paid to the correspondent bank named below for credit to the US Dollar account of o (the "ICI ACCOUNT") referred to below: Correspondent bank: Bank account: Account name: Account no: Sort code: 3.3 Any payments to the Purchaser under this agreement shall be paid to the correspondent bank named below for credit to the US Dollar account of o (the "PURCHASER ACCOUNT") referred to below: Correspondent bank: Bank account: Account name: Account no: Sort code: 3.4 The Final Consideration shall be determined and any difference between the Estimated Consideration and the Final Consideration shall be paid in accordance with the provisions of Schedule 6.
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CONSIDERATION AND ADJUSTMENTS. In consideration for the transfer by the Shareholders of the Stock to the Acquiror, the Acquiror shall deliver to each Shareholder on the respective Closing Dates such Shareholder's Pro Rata Interest of the following (collectively, the "CONSIDERATION"):
Sample 1
CONSIDERATION AND ADJUSTMENTS. 3.1 Subject to the adjustments set out in clauses 3.10 to 3.14, the total consideration for the sale of the Shares shall be the sum of $39,065,000 (the "Consideration") payable in accordance with clause 4.7. 3.2 As soon as practicable after Completion, and in any event within 100 days of Completion, the Purchaser shall prepare and deliver to the Sellers the draft Completion Accounts stating the Net Asset Value, the German Net Asset Value, the Cash and Indebtedness. The Completion Accounts shall be prepared in accordance with the provisions of Schedule 9 and otherwise upon the same accounting principles and bases as were applied in the preparation of the Accounts, and such principles and bases shall be altered in the Completion Accounts only to the extent they are not in accordance with UK GAAP. 3.3 The Sellers shall review the Completion Accounts and, within 30 days of receipt, confirm to the Purchaser whether or not they agree with the draft Completion Accounts, giving written details of any matters in dispute. 3.4 If the Sellers confirm their agreement with the draft Completion Accounts (either as presented to them or as modified in such manner as they and the Purchaser shall agree) the Sellers shall notify this to the Purchaser in writing and they shall constitute the Completion Accounts for the purposes of this agreement and be final and binding on the parties to this agreement. 3.5 If the Sellers are unable to agree with part or all of the draft Completion Accounts, within a further 10 days of the date the Sellers shall notify the Purchaser in accordance with clause 3.3 that the Sellers dispute the draft Completion Accounts then any matter in dispute shall be referred to Independent Accountants (acting as experts and not as arbitrators). "
Sample 1
CONSIDERATION AND ADJUSTMENTS. The consideration for the Shareholders to enter into the Contemplated Transactions (collectively, the "Merger Consideration") shall be as follows: (a) Subsidiary shall deliver to the Shareholders the following sums (the "Cash Consideration") by cashier's check, attorneys' trust account check or bank wire transfer of immediately available funds to an account designated by the applicable Shareholder: (i) Subject to Section 7.1(f)(ii) and Section 11.5 below, promptly following delivery to the Shareholders of the EBITDA Calculation (as defined below) for the twelve (12) month period ended December 31, 1999, $500,000 for each $250,000 (but not a portion thereof), if any, that the EBITDA of the Surviving Corporation for the twelve (12) month period ended December 31, 1999 exceeds $2,000,000 but not to exceed a total of $2,500,000 (the A1999 Cash Payment@), 66b% of which will be delivered to Xxxxxxxx and 33a% of which will be delivered to the Limited Partnership; provided, however, at the option of Parent -------- ------- and Subsidiary, in the event a Change in Control occurs on or before December 31, 1999, the obligations of Parent and Shareholder under this Section 3.1(a)(i) and Section 3.1(a)(ii) below shall be satisfied by delivery of $2,500,000 upon the occurrence of such Change in Control. (ii) Subject to Section 3.1(a)(i) above and Section 7.1(f)(ii) and Section 11.5 below, promptly following delivery to the Shareholders of the EBITDA Calculation for the twelve (12) month period ended December 31, 2000, $500,000 for each $250,000 (but not a portion thereof), if any, that the EBITDA of the Surviving Corporation for the twelve (12) month period ended December 31, 2000 exceeds $4,000,000 but not to exceed a total sum equal to the difference between $2,500,000 and the 1999 Cash Payment (the A2000 Cash Payment@), 66b% of which will be delivered to Xxxxxxxx and 33a% of which will be delivered to the Limited Partnership; provided, however, (A) in the event a Change in Control -------- ------- occurs on or before December 31, 1999, at the option of Parent and Subsidiary, the obligations of Parent and Subsidiary under this Section 3.1(a)(ii) shall be satisfied as provided in Section 3.1(a)(i) above and (B) in the event a Change in Control occurs subsequent to December 31, 1999 but on or before December 31, 2000, at the option of Parent and Subsidiary, the obligations of Parent and Subsidiary under this Section 3.1(a)(ii) shall be satisfied by delivery of a sum equ...
Sample 1
CONSIDERATION AND ADJUSTMENTS. (a) The consideration for the Assets (the "Purchase Price") will be (a) Thirteen Million Seven Hundred Ninety-Three Thousand Nine Hundred Fifteen dollars ($13,793,915.00) as adjusted pursuant to Sections 2.3(d) and Section 2.4 below; (b) the assumption of the Assumed Liabilities; and (c) the additional consideration under Section 2.3(c) below. The Buyer has paid to Seller the amount of $75,000.00 to cover Seller's time, expenses, professional fees and Section 5.9. This amount will be applied to the Purchase Price at Closing. In the event the Closing does not take place on July 30, 2004, Seller shall be entitled to retain said amount without further obligation to Buyer. (b) In accordance with Section 2.8(b), at the Closing, the Purchase Price, shall be delivered by Buyer to Seller as follows: (i) Twelve Million Seven Hundred Ninety-Three Thousand Nine Hundred Fifteen dollars ($12,793,915.00) increased or decreased by any adjustments pursuant to Section 2.3(d) by wire transfer; and (ii) One Million dollars ($1,000,000.00) payable by Buyer's new subsidiary ("NEWCO") in the form of the Promissory Note in the form shown on Exhibit 2.3(b). The Promissory Note shall bear interest at the prime rate published in the Wall Street Journal on the Closing Date plus one percent and payable monthly over a period of four years. The Promissory Note shall, at all times, be secured by an irrevocable letter of credit issued by a bank approved by the Seller with language acceptable to Seller and Seller's counsel, which will be attached hereto and made a part this Agreement. Buyer may prepay the Promissory Note without penalty.
Sample 1
CONSIDERATION AND ADJUSTMENTS. 2.1 The Purchaser shall pay to the Vendor the Consideration in accordance with the Tranches. 2.2 Any Consideration or Outperformance Consideration payable to the Vendors shall be paid to each Vendor pro rata to the number of Sale Shares sold by each of them. 2.3 In the event that the public listing of Listco occurs before the end of FY2023, the Consideration for Tranche 2, may, with the approval by the Purchaser, be allotted and issued pro rata based on the Gross Revenue and NPAT for previous month as set out in the Target’s Management Accounts subject to the adjustments in Clause 2.4. 2.4 In the event the Listing takes place before Target’s Financial Statements for FY2023 are available: (a) the Vendors will, upon listing, first be paid such part of the Cash Consideration allotted and issued such number the Consideration Shares for Tranche 2 (together “Preestimated Tranche 2 Consideration”) pro rata computed using the following formula based on the Gross Revenue and NPAT set out in the Target’s Management Accounts (and their respective targets as set out in Clause 5) made up to the last day of the month immediately preceding the Listing: (b) when the Target’s Financial Statements for FY2023 become available, if: (i) the Tranche 2 Consideration is more than the Preestimated Tranche 2 Consideration, the Purchaser shall cause to be paid and issued and allotted to the Vendors; or (ii) the Tranche 2 Consideration is less than the Preestimated Tranche 2 Consideration, the Vendors shall cause to be repaid and transferred to the Purchaser or its nominee; such amount the Cash Consideration and such number of Shares (pro rata to the number of Sale Shares sold by each of them) equal to the difference between the Tranche 2 Consideration and the Preestimated Tranche 2. 2.5 The number of Consideration Shares to be allotted and issued for Tranche 2, shall be fixed at the initial public offer issue price of Listco multiplied by the Listco’s market capitalisation upon Listing and divided by US$339,000,000. 2.6 The number of Consideration Shares to be allotted and issued for Tranche 3, shall: (a) if the Listing took place more than 10 Business Days before 30 April 2023, be fixed at the closing price per share of Listco traded on the Listing Exchange 10 Business Days prior to 30 April 2023; or (b) be otherwise fixed at the initial public offer issue price of Listco. 2.7 The number of Consideration Shares to be allotted and issued for Tranches 4 and 5 shall be fixed at the cl...
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CONSIDERATION AND ADJUSTMENTS. 3 3.2 Exchange of Com-Net Common Stock Certificates............... 7 3.3
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CONSIDERATION AND ADJUSTMENTS. The consideration for the Shares is the Estimated NAV, subject to the following adjustments (the “Consideration”):
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CONSIDERATION AND ADJUSTMENTS 
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Related to CONSIDERATION AND ADJUSTMENTS

  • Prorations and Adjustments (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Adjustment of Consideration (a) As promptly as practicable, but in any event within ninety (90) calendar days following the Effective Date, Nu Skin shall deliver to the Stockholders' Representative the Closing Balance Sheet, together with an unqualified report thereon of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position of the Company at the Effective Date in conformity with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet. (i) Subject to clause (ii) of this Section 2.08(b), the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amount. (c) The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount, then the consideration given to the Stockholders shall be adjusted downward in an amount equal to such excess (the "Downward Adjustment"); provided, however, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutually

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Additional Adjustments In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Returns and Adjustments Merchants and others who honor the Card may give credit for returns or adjustments, and they will do so by submitting a credit slip which will be posted to your account. If your credits and payments exceed what you owe us, the amount will be applied against future purchases and cash advances. If the credit balance amount is $1 or more, it will be refunded upon your written or verbal request.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.