Payment of Cash Consideration Adjustments Sample Clauses

Payment of Cash Consideration Adjustments. (1) After the amount of the Cash Consideration is finally determined pursuant to Section 2.5(a), payments shall be made as follows:
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Payment of Cash Consideration Adjustments. (1) Within three business days after the General Partner delivers to Buyer its proposed adjustments to the Final Closing Statement, the amounts not in dispute shall be determined and the Escrow Agent shall release and pay over to Buyer and/or Sellers, as the case may be, the appropriate amount of the Post-Closing Adjustment Funds not in dispute; provided, however, that out of any amounts payable to Sellers an amount equal to the greater of $25,000 or one percent (1%) of the amount in dispute shall continue to be held in the Post-Closing Adjustments Escrow to cover (A) the fees, if any, payable by Sellers pursuant to the last sentence of Section 2.7(b) with respect to the final determination of the Cash Consideration and (B) the fees payable by Sellers to the Escrow Agent pursuant to the Post-Closing Escrow Agreement. For example, if (i) the Closing Cash Payment was determined to be $600,000,000; (ii) the Net Closing Cash Payment was determined to be $594,000,000; (iii) the Cash Consideration determined on the basis of Buyer's Final Closing Statement was $595,000,000; and (iv) the Cash Consideration determined on the basis of Buyer's Final Closing Statement (with any adjustments proposed by the General Partner pursuant to Section 2.7(b)) was $597,000,000; then $3,000,000 (i.e., $600,000,000 less $597,000,000) would be paid by the Escrow Agent to Buyer, and $1,000,000 (i.e, $595,000,000 less $594,000,000) less the amount of the reserve for Sellers' fees would be paid to Sellers. The balance in the Post-Closing Adjustments Escrow would be held by the Escrow Agent until the amount of the Cash Consideration is finally determined pursuant to Section 2.7(b)) (whether by agreement of the parties or by final resolution of any accounting firm). Upon and within three business days after such final determination, the Escrow Agent shall release and pay over to Buyer and/or Sellers, as the case may be, the appropriate amount of the Post-Closing Adjustment Funds based upon such final determination; provided, however, that any payments to be made to Sellers shall be reduced by the fees and expenses to be paid by Sellers if not already reserved. To the extent there are not sufficient monies in the Post-Closing Adjustments Escrow to distribute the amount determined to be payable to Sellers pursuant to this Section 2.7, Buyer will pay to Sellers in cash the amount of such deficiency within three business days of the date of such determination. To the extent there are not suf...
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Payment of Cash Consideration Adjustments. (1) After the amount of the Cash Consideration is finally determined pursuant to Section 2.6(a), payments shall be made as follows:
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Related to Payment of Cash Consideration Adjustments

  • Merger Consideration Adjustment (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • 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.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Annual Compensation Adjustments During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, at least annually, (a) commensurate with increases generally given to other executives of the Company of comparable status and position to the Executive, and (b) as the scope of the Company’s operations or the Executive’s duties expand.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Cross-Collateralization; Adjustments to Available Funds (a) On each Distribution Date prior to the earlier of the Senior Credit Support Depletion Date and the second Senior Termination Date, but after a Senior Termination Date, the Trustee shall distribute the principal portion of Available Funds on the Mortgage Loans relating to such Senior Certificates that will have been paid in full, to the holders of the Senior Certificates of the other Certificate Groups, pro rata, based on their Class Certificate Balances, provided, however, that the Trustee shall not make such distribution on such Distribution Date if (a) the Aggregate Subordinated Percentage for such Distribution Date is greater than or equal to 200% of such Aggregate Subordinated Percentage as of the Closing Date and (b) the average Stated Principal Balance of the Mortgage Loans in each Loan Group delinquent 60 days or more over the last six months, as a percentage of the aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%.

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