Other Adjustments to Purchase Price Sample Clauses

Other Adjustments to Purchase Price. At the Closing, or as soon as practicable after the Closing, the Purchase Price shall be adjusted, on a dollar-for-dollar basis, to reflect the proration of all items of expense or income directly relating to the Assets and the operation of the Businesses as of the Closing Date, and the net adjustments for all such items shall be paid in immediately available funds on or before the date that occurs sixty (60) days after the Closing Date (the "Adjustment Payment Date"). Prorated items shall include the following: rent, real and personal property taxes, payroll and payroll taxes, insurance premiums, utilities, security deposits, other prepaid items and other items customarily prorated. To the extent possible, any prorations not determinable as of the Closing Date shall be prorated on the basis of the most current information available at Closing; provided, however, Seller and Buyer agree that, upon presentation, on or before the Adjustment Payment Date, of written confirmation of (i) a change in an estimated amount, or (ii) a determination of the amount of any proration that cannot be determined as of the Closing Date, such amount will be reflected in the payment(s) to be made pursuant to this Section 3(b) on or before the Adjustment Payment Date.
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Other Adjustments to Purchase Price. The daily weighted average selling price of the Common Stock for any Trading Day used to calculate the Purchase Price shall be adjusted proportionally to reflect any stock splits, stock dividends, reclassifications, redenominations, combinations and similar transactions involving the Company's Common Stock.
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Other Adjustments to Purchase Price. The Purchase Price shall be adjusted proportionally to reflect any stock splits, stock dividends, reclassifications, redenominations, combinations and similar transactions involving the Company's Common Stock.
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Other Adjustments to Purchase Price. (a) In the event that, as a result of the operation of Section 11.1 or upon mutual agreement of the parties, any Transferred Asset that would be otherwise purchased at the Closing is not purchased at the Closing (or in the event that any tangible Transferred Asset has been damaged as described in Section 11.1, but such damage has not been fully repaired), then the Purchase Price shall be reduced by the portion of the Purchase Price allocable to such Transferred Asset in a manner consistent with Schedule 4.4 (or, in the case of such damaged asset, by the amount necessary to fully repair such damaged asset) except as otherwise set forth in paragraphs (b), (c), (d) and (e) below.
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Other Adjustments to Purchase Price. It is anticipated that not later than one business day prior to the Closing, the Company will either pay bonuses or provide benefits under a “phantom stock” plan to Pxxxxxx Xxxxx, Sxxxx Xxxx, and Sxxx Xxxxxx (collectively, the “Key Employees”) aggregating no more than $20 million, all or part of which funds may be borrowed by the Company as permitted in Section 6.31 and may become a liability on the Closing Financial Statements and subject to the adjustment to the Purchase Price as provided in Section 9.2. Sellers and the Company shall provide Buyer a copy of any such plan or proposal not later than five (5) business days before the Closing. To the extent that the Company incurs any liability, contingent or actual, in connection with such plan or proposal, whether tax, penalties or other, that extends beyond the Closing Date, Sellers shall indemnify the Company and Buyer therefor without regard to the limitations set forth in Section 19.5 of this Agreement. Sellers and Buyer agree that both the Purchase Price set forth in Section 3.1 and the amount of the required shareholders equity (by which the Equity Shortfall shall be measured) as required in Section 9.2, shall be reduced by the amount of such bonuses and/or phantom stock payments made to the Key Employees prior to Closing.
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Other Adjustments to Purchase Price. (i) All real and personal property taxes and special assessments (but not including any transfer or sales taxes), if any, which are applicable to the Purchased Assets for the year 1996 shall be prorated as of the Closing Date and treated as adjustments to the Without limitation, all real and personal property taxes which are for the year 1996, regardless of when same are due and payable, shall be prorated respectively between Sellers on the one hand and Buyer on the other hand as of the Closing Date on the basis of the most recent available tax xxxx.
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Related to Other Adjustments to Purchase Price

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Other Adjustments In the event that, as a result of an adjustment made pursuant to Section 10.06 hereof, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock other than Common Stock, thereafter the Conversion Rate of such other shares so receivable upon conversion of any Security shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Article X.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • When Adjustments to Be Made The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not previously made adds or subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is exercisable immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Base Purchase Price 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3

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