Net Cash Adjustment. 8.2.1 If the aggregate Net Cash is greater than nil (0), the excess shall on a dollar-for-dollar basis be paid to the Seller by the Purchaser.
8.2.2 If the aggregate Net Cash is less than nil (0), the difference shall on a dollar-for-dollar basis be paid to the Purchaser by the Seller.
Net Cash Adjustment. 2.3.1 As of the date of this Agreement, within five (5) Business Days after the end of each calendar month the Sellers shall report to the Purchaser in writing on the amount of Net Cash as at the last Business Day of each calendar month.
2.3.2 On the Closing Date the Sellers shall:
(i) prepare and get its external auditors (or if the external auditor appointed by the Sellers cannot guarantee its ability to timely provide the Draft Auditor's Statement on the Closing Date, the Sellers will at least 5 days prior to Closing give the Purchaser the opportunity to appoint an auditor for this purpose) to audit and certify the Net Cash Amount ("ESTIMATED NET CASH") in an auditors statement (the "DRAFT AUDITOR'S STATEMENT"). However, in the event that the Draft Auditor's Statement is prepared by the auditors of the Purchaser, the Sellers shall procure that the external auditor appointed by Sellers shall in any event additionally deliver to the Sellers and to the Purchaser an auditors statement of the Net Cash per Closing two (2) Business Days after Closing; and
(ii) deliver to the Purchaser a copy of the Draft Auditor's Statement.
2.3.3 If the Estimated Net Cash is less than one hundred fifteen million Euro ((euro) 115,000,000) the difference shall be deducted by the Purchaser from the Cash Payment as a preliminary Net Cash reduction, such reduction of the Initial Purchase Price hereinafter referred to as the "PRELIMINARY NET CASH REDUCTION".
2.3.4 If the Sellers or the Purchaser have objections to the Draft Auditors' Statement and the Estimated Net Cash the Sellers or the Purchaser, as the case may be, must, not later than five (5) Business Days of receipt of the Draft Auditors' Statement under Article 2.3.2, send a written notice to the other Party, setting out those objections in a reasonable level of detail, failing which the Draft Auditors' Statement shall be the final and binding audited statement (the "AUDITOR'S STATEMENT"), and the Estimated Net Cash shall be the Net Cash Amount. The Audited Statement and the Net Cash Amount shall be deemed to be final, approved by and binding upon the Parties.
2.3.5 If the Sellers or the Purchaser send a written objection according to Article 2.3.4, the Sellers and the Purchaser must use their best efforts to approve, in writing, to agree to the Auditors' Statement and agree to the Net Cash Amount.
2.3.6 If within ten (10) Business Days of the submission to the Purchaser of the Draft Auditors' Statement according to Article...
Net Cash Adjustment. Pursuant to terms and conditions set forth in Section 5, the redemption price per share of the Serasa Redeemable Shares as specified in Sections 2.1.1(i), 2.1.1(ii) and 2.1.1(iii) shall be increased or decreased by Net Cash Adjustment per share.
Net Cash Adjustment. (A) The number of Merger Shares to be issued pursuant to this Agreement shall be subject to adjustment (to be mutually agreed upon at least two (2) Business Days prior to the Closing Date) (the “Net Cash Adjustment”) as follows:
(i) if the Acasti Net Cash is more than $50,000,000, then the Acasti Percentage shall be adjusted upward at the rate of 0.13% per $1,000,000 of Acasti Net Cash in excess of $50,000,000 and the Grace Percentage shall be adjusted downward a corresponding amount, in each case, in a manner consistent with the computations set forth in the Exchange Ratio Calculation Spreadsheet; and
(ii) if the Grace Net Cash is negative, then the Acasti Percentage shall be adjusted upward at the Net Cash Deficit Make Whole Rate per $1,000,000 of Grace Net Cash below $0 (the “Initial Grace Adjustment Amount”), provided that if Grace Net Cash is less than -$3,000,000, then in addition to adjusting for the Initial Grace Adjustment Amount, the Acasti Percentage shall be further adjusted upward at the rate of 1.00% per $1,000,000 of Grace Net Cash below -$3,000,000, and the Grace Percentage shall be adjusted downward a corresponding amount, in each case, in a manner consistent with the computations set forth in the Exchange Ratio Calculation Spreadsheet; it being understood that if the thresholds are met under both of the foregoing clauses (i) and (ii), both clauses shall be taken into account in adjusting the Acasti Percentage and the Grace Percentage.
(B) Not more than seven (7) and not less than five (5) calendar days prior to the anticipated Closing Date (as mutually agreed in good faith by Acasti and Grace) (the “Anticipated Closing Date”), Acasti will deliver to Grace Acasti’s Net Cash Schedule. Not more than seven (7) and not less than five (5) calendar days prior to the Anticipated Closing Date, Grace will deliver to Acasti Grace’s Net Cash Schedule (the “Grace Delivery Date”). For purposes of this Section 2.1(i)(B), the party delivering its Net Cash Schedule is the “Delivering Party” and the other party is the “Receiving Party.” The Delivering Party shall make available to the Receiving Party, as reasonably requested by the Receiving Party, the work papers and back-up materials used or useful in preparing the Delivering Party’s Net Cash Schedule and, if requested by the Receiving Party, the Delivering Party’s accountants and counsel at reasonable times and upon reasonable notice for the purpose of verifying the Delivering Party’s Net Cash Schedule....
Net Cash Adjustment. (a) At least ten (10) days prior to the Anticipated Closing Date, each Party shall deliver to the other a Net Cash Schedule. Upon the reasonable request of the receiving Party, the delivering Party shall make the work papers and back-up materials used or useful in preparing the Net Cash Schedule available to the receiving Party. Within three (3) Business Days after delivery of a Net Cash Schedule (the “Net Cash Response Date”), the receiving Party will have the right to dispute any part of the delivering Party’s Net Cash Schedule by delivering a written notice to that effect to such Party (a “Cash Dispute Notice”). Any Cash Dispute Notice shall identify in reasonable detail the nature of any proposed revisions to the calculation of such Party’s Net Cash. If on or prior to the Net Cash Response Date, (i) both receiving Parties notify the other Party that it has no objections to the Net Cash Schedule of the other Party or (ii) both receiving Parties fail to deliver a Cash Dispute Notice, then both Parties’ Net Cash as set forth in each Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement. If either Party delivers a Cash Dispute Notice on or prior to the Net Cash Response Date, then members of senior management of both Parties shall promptly meet in person or telephonically at mutually agreed upon times and attempt in good faith to resolve the disputed items and negotiate an agreed-upon determination of Net Cash for both Parties.
(b) The number of Merger Shares to be issued pursuant to this Agreement shall be subject to adjustment (to be mutually agreed upon at least two (2) Business Days prior to the Closing Date) (the “Net Cash Adjustment”) as follows: (i) if the CGI Net Cash is less than $2,000,000 by more than the Net Cash Adjustment Threshold or (ii) if the Company Net Cash is less than $500,000 by more than the Net Cash Adjustment Threshold, then the CGI Percentage (in the event of a shortfall described in foregoing clause (i)) and/or the Company Percentage (in the event of a shortfall described in foregoing clause (ii)) shall be adjusted downward as set forth in the Exchange Ratio Calculation Spreadsheet; it being understood that only if there is a shortfall under both of the foregoing clauses (i) and (ii) will both shortfalls be taken into account in adjusting the CGI Percentage and the Company Percentage.
Net Cash Adjustment. (i) After the Closing, Parent and the Shareholder Representative shall determine the Net Cash of the Target Companies as of December 31, 2009 in accordance with the provisions of this Section 3.06(b). For purposes of this Agreement, “Net Cash” shall mean (i) the Target Company Cash as of December 31, 2009, less (ii) the Company Transaction Expenses not paid as of December 31, 2009, less (iii) any Option Repurchase Amounts not paid as of December 31, 2009, less (iv) the Company Debt Arrangements not paid as of December 31, 2009.
Net Cash Adjustment. 4.1 The portion of the purchase price payable in cash shall be subject to a net cash adjustment which is the result (in Euro) of, in each case as of the Closing Date and on a consolidated basis for the entire Group,
a) the sum of
(i) the Cash Positions, and
(ii) the Reimbursement Costs
b) the sum of
(i) the Financial Debt,
(ii) the Shareholder Debt, and
(iii) the Eligible Tax Accruals. (the amount of the result of the calculation set forth in (a) through (b) the “Net Cash Adjustment”). For purposes of the Net Cash Adjustment only, the Eligible Tax Accruals shall be calculated by (i) taking the number of such accruals as reflected in the Accounts (only to the extent not paid before or on the Closing Date) for the period ending on or before the Accounting Date and (ii) using the same accounting approach and principles consistently applied as used in the preparation of the Accounts (including the valuation of the subsidiaries and the amount of the tax loss carry forwards) for the amount of such accruals for the period from 1 January 2005 until the Closing Date (only to the extent not paid before or on the Closing Date). For clarification purposes only, a sample calculation of the Net Cash Adjustment on the basis of the numbers from the Accounts is attached hereto as Schedule 4.1.
4.2 The Net Cash Adjustment has been estimated by the Parties to amount to seven million eight hundred twenty-eight thousand six hundred twenty two euros (€7,828,622), resulting in an estimated Cash Consideration of sixty-five million five hundred twenty thousand eight hundred seventy two euros (€65,520,872) (such amount or any other amount jointly agreed in writing prior to the Closing by the Sellers’ Representative and the Purchaser, the “Estimated Cash Consideration”). The Estimated Cash Consideration shall be payable at Closing partially to the Sellers and partially to the Escrow Agent and the Burda Escrow Agent, respectively, as provided in Section 13.3.
4.3 As expediently as possible but not later than thirty (30) days after the Closing, (a) the Management Shareholders shall prepare and deliver the Closing Balance Sheet to the Purchaser and to the Sellers’ Representative, and (b) the Sellers shall prepare and deliver to the Purchaser a calculation (the “Closing Date Calculation”) based on the Closing Balance Sheet of the amount of the Cash Positions, the Reimbursement Costs, the Financial Debt, the Shareholder Debt, the Eligible Tax Accruals, the Net Cash Adjustment and the Cas...
Net Cash Adjustment. At Closing, Purchaser shall deduct from the amount payable to Vendor at Closing, (or where a negative amount, add to the amount payable) the estimated Net Cash Adjustment set forth in the Closing Statement provided pursuant to Section 4.3.
Net Cash Adjustment. In the event that Closing Net Cash is greater than Zero Dollars ($0), the number of Exchange Shares to which the Stockholders shall be entitled shall be increased by the amount determined by dividing the amount by which Closing Net Cash is greater than Zero Dollars ($0) by the Redemption Amount. In the event that Closing Net Cash is less than zero ($0), the number of Exchange Shares to which the Stockholders shall be entitled shall be reduced by the amount determined by dividing the amount by which Closing Net Cash is less than Zero Dollars ($0) by the Redemption Amount.
Net Cash Adjustment. Subject to Clause 3.7(c), if the Net Cash:
(a) is a negative amount (the “Shortfall”):
(i) the Purchase Price will be reduced by the Shortfall; and
(ii) the Sellers shall repay (in accordance with Clause 3.9) to the Buyer an amount equal to such Shortfall;
(b) is a positive amount (the “Surplus”):
(i) the Purchase Price will be increased by the Surplus; and
(ii) the Buyer shall pay to the Sellers and Come Along Shareholders (in accordance with Clause 3.9) an amount equal to the Surplus (to be allocated between the Sellers and Come Along Shareholders in the percentages shown in column 4 of Part A and Part B of Schedule 1); or
(c) equal to zero, there will be no adjustment to the Purchase Price under this Clause 3.7, provided however, that:
(a) no payment will be required to be made by the Sellers or the Buyer respectively pursuant to (a) or (b) above if the amount of the payment would otherwise be less than $25,000; and
(b) the Buyer shall be entitled to reduce the amount of any payment required to be made by it in respect of Net Cash by US$100,000 and if the amount of the payment required by it is less than US$100,000 the Buyer shall be entitled to reduce the amount of the Deferred Stock Consideration by a number of shares of Common Stock equal to US$100,000 divided by US$58.30.
