Determination of Additional Consideration Sample Clauses

Determination of Additional Consideration. The Additional Consideration shall be calculated as follows: 2.3.1. The Purchaser shall prepare and cause to be delivered to the Seller, at the Purchaser's sole cost and expense, no later than ninety (90) days after the end of each of the Company's fiscal years ending December 31, 2002, 2003 and 2004, cash flow statements, balance sheets and income statements, prepared in conformance with United States generally accepted accounting principles consistently applied (the "Post-Closing Financial Statements") for the Company for each such fiscal year (the three-year period comprising all such fiscal years being herein referred to as the "Post-Closing Period"). On the date of delivery of the last of these three Post-Closing Financial Statements, the Purchaser shall also deliver to the Seller a schedule, prepared by the accountants described in Section 2.5 (the "Post-Closing EBITDA Schedule") which shall set forth (i) a calculation of the total [Intentionally Omitted] EBITDA relating to products [created by the Company's new technology] and the average [Intentionally Omitted] EBITDA [related to products created by the Company's new technology] for each fiscal year during the Post-Closing Period; and (ii) a calculation of the Additional Consideration. The Post-Closing Financial Statements and the Post-Closing EBITDA Schedule are collectively referred to as the "Section 2.3
Sample 1
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Determination of Additional Consideration. (a) By no later than the third (3rd) Business Day after Buyer receives a signed audit report in respect of its financial statements for any Measurement Period, Buyer shall deliver to the Sellers’ Representative (i) a consolidated income statement of WEC and WIA together with a consolidated income statement of WF and its subsidiaries Company in each case prepared in accordance with the Accounting Principles showing EBT for such Measurement Period; and (ii) a statement of all Synergies for such Measurement Period (an “Additional Consideration Statement”). (b) The value and amounts reflected on each Additional Consideration Statement shall be binding upon Sellers unless the Sellers’ Representative gives written notice of disagreement to Buyer with any of said values or amounts within thirty (30) days after receipt by the Sellers’ Representative of such Additional Consideration Statement. Such written notice shall specify in reasonable detail, insofar as possible, the nature, dollar amount and extent of such disagreement. If Buyer and the Sellers’ Representative are unable to resolve any such disagreement within thirty (30) days after the Sellers’ Representative gives written notice thereof, the disagreement shall be referred for final determination to the Special Accountants. The Special Accountants shall reach their determination (i) as an expert and not an arbitrator, (ii) based solely on written submissions by Buyer and the Sellers’ Representative, and not by independent review, and (iii) as to only those issues in dispute, and no others. In resolving any disputed items, the Special Accountants (x) shall be bound by the provisions of this Section 2.10 and (y) may not assign a value to any item greater than the greatest value for such items claimed by any party or less than the smallest value for such items claimed by any party. The fees, costs and expenses of the Special Accountants shall be apportioned by the Special Accountants between Sellers, on the one hand, and Buyer, on the other hand, based upon the inverse proportion of the disputed amounts resolved in favor of such parties (i.e., so that a prevailing party bears a lesser amount of such fees, costs and expenses). The determination of the Special Accountants shall be in writing, shall include a calculation of the apportionment of the fees, costs and expenses of the Special Accountants, shall be conclusive, non-appealable and binding upon the parties to this Agreement for all purposes, and shall be ...
Sample 1
Determination of Additional Consideration. (i) For the purpose of determining the Company Value, Investor's Share and the Additional Consideration, within 30 days after the Determination Date, the Company shall prepare and deliver to Telepad (1) a determination, in reasonable detail, of the Company's EBITDA for each full accounting month within the Determination Period, (2) the underlying audited consolidated financial statements of the Company and its Subsidiaries, including consolidated balance sheets and statements of earnings, changes in stockholder's equity and cash flow, for each of the fiscal years ended within the Determination Period, and (3) unaudited consolidated financial statements of the Company and its Subsidiaries, for each of the fiscal quarters within the Determination Period in respect of a fiscal year which will end after the Determination Date (collectively, the "Draft Determination Date Financial Information"). The Draft Determination Date Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied. The Parties shall cooperate fully in the preparation of the Draft Closing Date Financial Statements. (ii) If Telepad has any objections to the Draft Determination Date Financial Information, Telepad will deliver a reasonably detailed statement describing its objections to Sellers within 10 business days after receiving the Draft Determination Date Financial Information. If Telepad does not so object within such 10-business day period, such Draft Determination Date Financial Information shall be deemed final and conclusive with respect to the determination of the Company Value, Investor's Share and the Additional Consideration. If Telepad does object within such 10-business day period, Telepad and Sellers will use their reasonable efforts to resolve such objections themselves before resorting to the dispute resolution procedures set forth in Section 2.04.
Sample 1
Determination of Additional Consideration 
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Related to Determination of Additional Consideration

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • 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.

  • Payment of Additional Costs If termination of this contract is due to the failure of the Engineer to fulfill its contract obligations, the State may take over the project and prosecute the work to completion, and the Engineer shall be liable to the State for any additional cost to the State.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Additional Considerations For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected by CNHICA or the Seller. Any party or witness may participate by teleconference or video conference. (ii) CNHICA, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

  • Certification of Adjustments Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly prepare a certificate signed by its Chief Executive Officer, its President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment.

  • 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.

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