Common use of Final Adjustment Amount Clause in Contracts

Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.7(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e) shall be effected as follows: the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.7, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference.

Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c2.10(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.7(c2.10(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors Transferor shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors Transferor shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e2.10(e) shall be effected effected, at the election of Parent in its sole discretion, as follows: (x) the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.72.10, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference, (y) Parent shall cancel, in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Difference divided by the Per Share Price or (z) the obligations under this Section 2.10(e) shall be satisfied using a combination of a cash payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).

Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c2.9(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Independent Accounting Firm, as contemplated by Section 2.7(c2.9(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors Transferor shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors Transferor shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e2.9(e) shall be effected effected, at the election of Parent in its sole discretion, as follows: (x) the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.72.9, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference, (y) Parent shall cancel, in the manner set forth in Section 9.9, a number of fully paid non-assessable shares of Parent Common Stock equal to the Difference divided by the Per Share Price or (z) the obligations under this Section 2.9(e) shall be satisfied using a combination of a cash payment under (x) and a cancellation of Parent Common Stock under (y).

Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail Seller Representative fails to deliver an Objections Statement in accordance with Section 2.7(c3.6(b), the Adjustment Amount as set forth in the Closing Statement, Statement or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Buyer and Parent and the Transferors or by submission of any remaining Closing Statement Disputes to the Accounting Firm, as contemplated by Section 2.7(c3.6(b), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds is greater than the Estimated Adjustment Amount set forth in the Pre-Closing StatementAmount, then Buyer shall promptly (but in any event within five (5) Business Days following the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Difference”) between determination of the Final Adjustment Amount and Amount) deliver to Parent, the Adjustment Amount; if amount of such excess by wire transfer of immediately available funds to an account or accounts designated by Parent in writing. If the Final Adjustment Amount is less than the Estimated Adjustment Amount set forth in the Pre-Closing StatementAmount, then Parent and the Consideration payable by Parent to the Transferors Stockholders shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e) shall be effected as follows: the Transferor Parties or Parent, as applicable, shall promptly, promptly (but in no any event later than within five (5) Business Days following the determination of the Final Adjustment Amount Amount) deliver to Buyer the amount of such shortfall by wire transfer of immediately available funds to one or more accounts designated by Buyer in accordance with writing. All payments made pursuant to this Section 2.7, pay to Parent or the Transferor Parties, 3.6 shall be treated by all Parties for tax purposes as applicable, an amount in cash equal adjustments to the DifferenceAcquisition Price.