Payment on Adjustment Date Sample Clauses

Payment on Adjustment Date. On the Adjustment Date (a) the Purchaser shall pay to the Vendor the amount, if any, by which the Purchase Price exceeds the Estimated Purchase Price or (b) the Vendor shall pay to the Purchaser the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price together with interest thereon at the Prime Rate from the Closing Date to the Adjustment Date.
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Payment on Adjustment Date. On the Adjustment Date (a) the Purchaser shall pay to the Vendor the amount, if any, by which the Closing Date Working Capital exceeds the Estimated Closing Date Working Capital or (b) the Vendor shall pay to the Purchaser the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Closing Date Working Capital. Any payments made pursuant to this Section 2.6 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Payment on Adjustment Date. On the Adjustment Date (a) the Purchaser shall pay to the Vendor the amount, if any, by which the Final Closing Amount Payable exceeds the Estimated Closing Amount Payable or (b) the Vendor shall pay to the Purchaser the amount, if any, by which the Estimated Closing Amount Payable exceeds the Final Closing Amount Payable. If the Purchaser does not elect to prepare a Draft Working Capital / CAPEX Adjustment, the Final Closing Amount Payable shall equal the Estimated Closing Amount Payable.
Payment on Adjustment Date. (1) If an Objection Notice has not been delivered by either Party within the time limit prescribed by Section 2.5, then on the 10th Business Day after delivery of the Closing Statement to the Purchaser pursuant to Section 2.5 (the “Adjustment Date”), an amount (the “Net Adjustment Amount”) which shall be equal to:
Payment on Adjustment Date. (1) If the Sellers have not delivered a notice of objection pursuant to Section 2.5(3), then on the 20th Business Day after delivery of the Closing Statements pursuant to Section 2.5(1)(the “Adjustment Date”), an amount (the “Adjustment Amount”) equal to the amount by which the Closing Balance is less than C$3,200,000 (after deduction for all applicable taxes owing up to March 31, 2006) shall be paid in the following manner:
Payment on Adjustment Date. On the Adjustment Date (a) the Purchaser shall pay to each of the Vendors, or as directed by the Vendors, the amount equal to such Vendor’s Pro Rata Share of the amount, if any, by which the Purchase Price exceeds the Estimated Purchase Price or (b) each Vendor shall pay, or cause to be paid, to the Purchaser the amount equal to such Vendor’s Pro Rata Share of the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price; provided that, for purposes of this Section 2.7, the Purchase Price and the Estimated Purchase Price, in each instance, shall be exclusive of any Holdback Payment.
Payment on Adjustment Date. On the Adjustment Date (a) the Purchaser shall pay to the Seller by wire transfer of immediately available funds, to the account of the Seller as identified by the Seller to the Purchaser by written notice no later than four (4) Business Days prior to the Adjustment Date, the amount, if any, by which the Purchase Price (excluding for this purpose the Tax Litigation Adjustment Amount and any other adjustment agreed to in writing by the Parties) exceeds the Estimated Purchase Price or (b) the Seller shall pay to the Purchaser by wire transfer of immediately available funds, to an account of the Purchaser as identified by the Purchaser to the Seller by written notice no later than four (4) Business Days prior to the Adjustment Date, the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price (excluding for this purpose the Tax Litigation Adjustment Amount and any other adjustment agreed to in writing by the Parties).
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Related to Payment on Adjustment Date

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such 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.

  • 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.

  • 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.

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.

  • 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.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

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