Decreased Consideration Sample Clauses

Decreased Consideration. Subject to Section 2.2.4, if the Net Purchase Price is less than the Estimated Net Purchase Price, then, upon final determination of the Net Worth as of the Closing Date and the Net Debt as of the Closing Date pursuant to Section 2.5 and calculation of the amount by which the Estimated Net Purchase Price exceeds the Net Purchase Price (such excess amount, the "Decreased Consideration"), the Sellers shall refund the Decreased Consideration to the Purchaser as follows: (i) the Canadian Seller shall pay to the Purchaser in cash a sum equal to 13.96% of the Decreased Consideration by wire transfer to an account or accounts specified in writing by the Purchaser, (ii) the US Seller shall pay to the Purchaser in cash a sum equal to 36.04% of the Decreased Consideration by wire transfer to an account or accounts specified in writing by the Purchaser and (iii) the US Seller shall transfer to the Purchaser a stock certificate, registered in the US Seller's name and duly endorsed for transfer, representing a number of shares of BBC Common Stock equal to (x) 50% of the Decreased Consideration divided by (y) the Market Value.
Sample 1Sample 2
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Decreased Consideration. If the Final Purchase Price is less than the Preliminary Purchase Price, then, as soon as possible after final determination of the Net Asset Value pursuant to this Section 2.5 and calculation of the amount by which the Preliminary Purchase Price exceeds the Final Purchase Price (such excess amount, the "Decreased Consideration"), the Sellers and the Escrow Agent shall refund the Decreased Consideration to the Purchaser as follows: the Sellers shall pay to the Purchaser, by wire transfer to an account or accounts specified in writing by the Purchaser, an amount of cash equal to ninety four and one half percent (94-1/2%) of the sum of (a) the Decreased Consideration and (b) interest on the Decreased Consideration from the Closing Date to the date of such refund at a per annum rate equal to the Borrowing Rate, and shall cause the Escrow Agent to pay (from the funds held in escrow pursuant to the Escrow Agreement) to the Purchaser, by wire transfer to an account or accounts specified in writing by the Purchaser, an amount of cash equal to five and one half percent (5-1/2%) of the sum of (c) the Decreased Consideration and (d) interest on the Decreased Consideration from the Closing Date to the date of such refund at a per annum rate equal to the Borrowing Rate; provided that the amount of such payment from the "Escrow Account" (as defined in the Escrow Agreement) shall not exceed five million dollars ($5,000,000); provided further, that to the extent that the amount of such payment exceeds five million dollars ($5,000,000) the Sellers shall pay such deficiency to the Purchasers by wire transfer.
Sample 1
Decreased Consideration. Subject to Section 2.2.4, if the Net Purchase Price is less than the Estimated Net Purchase Price, then, upon final determination of the Net Worth as of the Closing Date and the Net Debt as of the Closing Date pursuant to Section 2.5 and calculation of the amount by which the Estimated Net Purchase Price exceeds the Net Purchase Price (such excess amount plus Interest, the "Decreased Consideration"), the Counsel Entities jointly and severally agree that they shall refund the Decreased Consideration to the Purchaser as follows: (i) the Counsel Entities shall pay to the Purchaser in cash a sum equal to fifty (50%) of the Decreased Consideration by wire transfer to an account or accounts specified in writing by the Purchaser and (ii) the Counsel Entities shall transfer to the Purchaser a stock certificate, registered in the US Seller's name or the Canadian Corporation's name and duly endorsed for transfer, representing a number of shares of BBC Common Stock equal to (x) fifty percent (50%) of the Decreased Consideration divided by (y) the Market Value.
Sample 1

Related to Decreased Consideration

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • 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.

  • 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.

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

  • 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.

  • Adjustment for Change in Capital Stock If the Company:

  • 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.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

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