Determination of Cash Consideration Sample Clauses

Determination of Cash Consideration. (a) The parties agree that the Cash Consideration will be the amount of the Block Sale Share Proceeds determined in accordance with clause 5.4 to be paid by Bidder on a deferred basis divided by the total number of Relevant Scheme Shares. (b) Where the calculation of the Cash Consideration to be provided to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a cent (or a fraction of a xxxxx, where applicable), the fractional entitlement will be rounded down to the nearest whole cent or xxxxx (as applicable).
Sample 1
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Determination of Cash Consideration. (a) As promptly as reasonably practicable (but not later than ninety (90) days) following the Closing Date, Buyer shall: (i) determine the Cash Consideration in accordance with the provisions of this Agreement (such Cash Consideration as determined by Buyer, the “Preliminary Cash Consideration”); and (ii) deliver to the Seller Representative a statement setting forth the Preliminary Cash Consideration and each component thereof in reasonable detail (the “Closing Statement”). (b) Within thirty (30) days after the date on which the Seller Representative receives the Closing Statement (the “Notice Period”), the Seller Representative may deliver to Buyer a written certificate setting forth Sellers’ objections to the Preliminary Cash Consideration, together with a summary of the reasons therefor and calculations which Sellers claim are necessary to eliminate such objections, in each case in reasonable detail. The only objections that may be set forth in such certificate pursuant to this Section 2.04(b) are (i) those that relate to any claimed inconsistencies between the principles used in the preparation of the Closing Statement, on the one hand, and the terms of this Agreement or GAAP, on the other hand, and (ii) claims of errors in mathematical computation. If the Seller Representative does not so object within the Notice Period, the Preliminary Cash Consideration shall be deemed final and binding as Cash Consideration for purposes of this Agreement (but shall not limit the representations, warranties, covenants and agreements of the parties hereto set forth in this Agreement). (c) If the Seller Representative objects within the Notice Period in accordance with Section 2.04(b), Buyer and the Seller Representative shall use their reasonable best efforts in good faith to resolve by written agreement any objections properly raised by the Seller Representative pursuant to Preliminary Cash Consideration as to the Preliminary Cash Consideration (the “Agreed Adjustments”) and, if the Seller Representative and Buyer so resolve any such differences, the Preliminary Cash Consideration, as adjusted by the Agreed Adjustments, shall be deemed final and binding as the Cash Consideration for purposes of this Agreement (but shall not limit the representations, warranties, covenants and agreements of the parties hereto set forth in this Agreement). (d) If any objections raised by the Seller Representative in accordance with Section 2.04(b) are not so resolved within thirty (3...
Sample 1
Determination of Cash Consideration. 3.3.1. At least ten Business Days prior to the Closing, each Party shall deliver to the other Party a report (the "Preliminary Report"), certified as to completeness and accuracy by such Party, showing in reasonable detail the estimated Adjusted Current Items Amount for its Systems and the preliminary determination of the adjustments referred to in SECTION 3.2 for such Party, each of which shall be calculated as of the Closing Date (or as of any other date agreed by the Parties), together with appropriate documents substantiating the estimates proposed in its Preliminary Report. Each Party will include in its Preliminary Report a reasonably detailed calculation of the number of its Equivalent Basic Subscribers as of the date nearest to the date of its Preliminary Report as is reasonably practicable, a schedule setting forth advance payments made to or by and deposits made to such Party, accounts receivable information relating to its respective Cable Business (showing sums due and their respective aging as of the date nearest to the date of its Preliminary Report as is reasonably practicable), and its billing report for the most current period ended prior to the date of its Preliminary Report. Following receipt of such Preliminary Report, each Party shall have five Business Days to review such Preliminary Report and supporting information and to notify the other Party of any disagreements with such Party's estimates. If either Party provides a notice of disagreement with the other Party's estimates within such five Business Day period, each Party shall negotiate in good faith to resolve any such dispute and to reach an agreement on such estimates prior to the Closing Date. The estimates so agreed upon by each Party or (if the parties do not reach such an agreement on the estimates set forth in the Preliminary Report prior to the Closing Date or if both Parties fail to provide a notice of disagreement with the estimates within the time provided) the estimates of such Party's Adjusted Current Items Amount and the adjustments thereto set forth in the Preliminary Report shall be the basis for determining the Cash Consideration payable at Closing. Any disagreements that may exist with respect to a Preliminary Report, if any, shall be resolved in connection with the preparation and finalization of the Final Report pursuant to SECTIONS 3.3.2. AND 3.3.3. 3.3.2. Within 60 days after the Closing, each Party will deliver to the other Party a report (the "Final Report...
Sample 1
Determination of Cash Consideration. The Cash Consideration shall be determined as follows:
Sample 1
Determination of Cash Consideration. The Cash Consideration shall be finally determined and any resulting payments made in accordance with the provisions set forth on Schedule 1.5.
Sample 1

Related to Determination of Cash Consideration

  • 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.

  • 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:

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • 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.

  • 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.

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

  • 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.

  • Stock Consideration 3 subsidiary...................................................................53

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

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