Determination of the Cash Adjustment Amounts and Share Adjustment Amounts Sample Clauses

Determination of the Cash Adjustment Amounts and Share Adjustment Amounts. In the event that the Adjustment Amounts shall be payable by the Vendors, the Cash Adjustment Amounts and the Share Adjustment Amounts shall be determined respectively in accordance with the formulae below:‌ In respect of the EDragon Cash Adjustment Amount: A = (B x C) + (D x (E/F)) where, A = EDragon Cash Adjustment Amount B = EDragon Adjustment Amount C = 19.9%, being the proportion of EDragon Initial Consideration settled by the Purchaser in cash at Completion D = the sum of all dividend, distribution or return of capital in cash declared on the Consideration Shares issued to EDragon with record dates falling between the date of issue of the Consideration Shares and the date on which the Consideration Shares are returned or delivered by EDragon pursuant to Clause 3.3.1(c) E= EDragon Share Adjustment Amount F = The aggregate value of Consideration Shares issued to EDragon based on the Issue Price In respect of the EDragon Share Adjustment Amount: EDragon Share Adjustment Amount = EDragon Adjustment Amount × 80.1% (being the proportion of EDragon Initial Consideration settled by the Purchaser by the issue and allotment of Consideration Shares at Completion) In respect of the LY Development Cash Adjustment Amount: G = (H x I) + (J x (K/L)) where, G = LY Development Cash Adjustment Amount H = LY Development Adjustment Amount I = 19.9%, being the proportion of LY Development Initial Consideration settled by the Purchaser in cash at Completion J = the sum of all dividend, distribution or return of capital in cash declared on the Consideration Shares issued to LY Development with record dates falling between the date of issue of the Consideration Shares and the date on which the Consideration Shares are returned or delivered by LY Development pursuant to Clause 3.3.1(c) K= LY Development Share Adjustment Amount L = The aggregate value of Consideration Shares issued to LY Development based on the Issue Price In respect of the LY Development Share Adjustment Amount: LY Development Share Adjustment Amount = LY Development Adjustment Amount × 80.1% (being the proportion of LY Development Initial Consideration settled by the Purchaser by the issue and allotment of Consideration Shares at Completion)
Sample 1
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Related to Determination of the Cash Adjustment Amounts and Share Adjustment Amounts

  • Definitions For purposes of this Agreement:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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