Positive Adjustment. If the Final Net Purchase Price exceeds the Closing Net Purchase Price as finally determined in accordance with this Section 2.6 (such excess amount, the “Positive Adjustment Amount”), then the Buyer shall promptly (but in any event within five (5) Business Days following the final determination of the Final Net Purchase Price) pay the Positive Adjustment Amount to the Sellers’ legal counsel, in trust for the Sellers, by wire transfer of immediately available funds to the account designated by the Sellers’ legal counsel.
Positive Adjustment. If the Post-Closing Adjustment Amount is ------------------- positive, then the Unadjusted Purchase Price shall be adjusted downward dollar- for-dollar by the Post-Closing Adjustment Amount, and Seller shall pay the lesser of: (x) such Post-Closing Adjustment Amount, and (y) $200,000, to Buyer in immediately available funds within three (3) days following final determination of such amount as described in Section 1.3(b) (i).
Positive Adjustment. If there is a positive Adjustment Amount, then within 120 days following the date that the Final Closing Date Balance Sheet and the Final Closing Date Closing Amounts are finally determined, the Parent shall pay to the Exchange Agent an amount of cash equal to such Adjustment Amount. The Exchange Agent shall promptly pay to each Stockholder, Option Holder and Warrant Holder a pro rata amount of such Adjustment based on the percentage of the Fully Diluted Common Shares Amount owned by such Person at Closing, except that holders of Class C Preferred Stock and Class E Preferred Stock shall receive the pro rata portion of the Adjustment Amount based only on the amount of shares owned exclusive of those shares such holders would have received as a result of the conversion of the dividends payable on such stock.
Positive Adjustment. If the Final Common Purchase Price is equal to or greater than the Estimated Common Purchase Price estimated at Closing (such amount that is greater than the Estimated Common Purchase Price shall be referred to as the "Excess"), Buyer shall pay to the Seller Representative the Excess, if any, which shall be paid by the Seller Representative to each Seller based on such Seller's Holdback Share, and the Seller Representative, on behalf of the Sellers, and Buyer shall direct the Escrow Agent to pay to such Sellers their Holdback Share of all funds deposited and remaining in the Purchase Price True-Up Holdback.
Positive Adjustment. (i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are positive amounts (i.e., the AGZ Share Price and FA Share Price are greater than the Estimated AGZ Share Price and the Estimated FA Share Price, respectively), the Purchaser shall pay to the Sellers an additional amount per AGZ Share and FA Share equal to the following:
(a) with regard to AGZ Shares, the AGZ Share Price Adjustment multiplied by the number of AGZ Shares sold by the Sellers, i.e., 24,043,250;
(b) with regard to FA Shares, the FA Share Price Adjustment multiplied by the number of FA Shares sold by the Sellers, i.e., 1,552,371. The adjustments shall be allocated to the Sellers in accordance with Schedule 4.2.
(ii) Within three (3) Business Days after the date on which the process described in Schedule B for the determination of the Closing Statement is complete, the payments referred to in the above paragraph shall be made (a) with regards to the Managers, to PAI as Sellers’ Representative to PAI’s account as specified in the Payment Accounts Details and (b), with regard to PAI, either (i) directly by the Purchaser to PAI or, failing which, via PAI’s draw on the UGI Guarantee, if applicable, or (ii), if applicable, via the release of an amount of the UGI Escrow Amount equal to the adjustments determined pursuant to Clauses 5.3.2(i)(a) and 5.3.2(i)(b) (regarding the Shares sold by PAI), to PAI’s account as specified in the Payment Accounts Details. Simultaneously with the payments required by this Clause 5.3.2, the Managers’ Escrow Amount and, if applicable, the PAI Escrow Amount and the balance of the UGI Escrow Amount, shall be released, respectively, to the relevant Managers, PAI and the Purchaser via wire transfer in accordance with the account details to be provided by them to bank/escrow agent for and under the Managers’ Escrow Agreements and, if applicable, the PAI Escrow Agreement and UGI Escrow Agreement; in addition, the Managers’ Guarantees and, if applicable, the PAI Guarantee shall be released and surrendered by the Purchaser to the Sellers’ Representative. No later than two (2) Business Days following the date of payment by the Purchaser of the adjustments, PAI shall allocate to the Managers their respective shares of the adjustments based on the allocation set forth in Schedule 4.2, PAI assuming responsibility, for this payment, without possible recourse by PAI or any other Seller against the Purchaser.
Positive Adjustment. If the Final Net Purchase Price exceeds the Closing Net Purchase Price (such excess amount, the “Positive Adjustment Amount”), then the Buyer and/or the Company shall promptly (but in any event within two Business Days following the final determination of Final Net Purchase Price) pay the Positive Adjustment Amount to the Seller. Any payments made to any Party pursuant to Section 2.6 shall be treated as an adjustment of the Purchase Price for all Tax purposes to the greatest extent permitted by law and shall be reported as such by the Parties on their Tax Returns.
Positive Adjustment. If the dif- xxxxxxx is positive (that is, the holder pays more than the adjusted issue price of the original debt instrument), then, with respect to the issuer but not the holder, the difference increases the ag- gregate adjusted issue prices of all of the debt instruments in the issue, both original and additional.
Positive Adjustment. (i) If the amount of the Final Total Closing Consideration plus the Lease Security Deposit Amount (if any) exceeds the amount of the Estimated Total Closing Consideration (such excess amount, the “Positive Adjustment Amount”), then within five (5) Business Days after the delivery of the Post-Closing Payment Spreadsheet, Buyer shall deposit or cause to be deposited in the Payment Fund held by the Payment Agent, by wire transfer of immediately available funds, an amount in cash equal to the Positive Adjustment Amount, if any.
(ii) As soon as reasonably practicable following delivery of the Positive Adjustment Amount pursuant to Section 2.4(b)(i), Buyer shall deliver or cause to be delivered to the Company Securityholders the Positive Adjustment Amount in accordance with the Post-Closing Payment Spreadsheet. For the avoidance of doubt, Buyer may choose to route the foregoing payments through the Payment Agent or, in the case of any payments in respect of Vested Company Options, through the Surviving Corporation’s payroll system in order to effectuate all applicable Tax withholding obligations on such payments.
Positive Adjustment. (i) If the amount of the Final Total Closing Consideration exceeds the amount of the Estimated Total Closing Consideration (such excess amount, the “Positive Adjustment Amount”), then within five (5) Business Days after the determination of the Final Total Closing Consideration, Buyer shall deposit or cause to be deposited in the Payment Fund held by the Payment Agent, by wire transfer of immediately available funds, an amount in cash equal to the Positive Adjustment Amount, if any.
(ii) As soon as reasonably practicable following delivery of the Positive Adjustment Amount pursuant to Section 2.5(b)(i), (A) Buyer shall deliver or cause to be delivered to each Company Securityholder such Person’s Pro Rata Portion of the Positive Adjustment Amount and (B) Buyer and the Securityholder Representative shall give the Escrow Agent joint written instructions to promptly deliver to each Company Securityholder such Person’s Pro Rata Portion of the Remaining Adjustment Escrow Fund Amount. For the avoidance of doubt, Buyer may choose to route the foregoing payments through the Payment Agent or, in the case of any payments in respect of Vested Company Options, through the Surviving Corporation’s payroll system in order to effectuate all applicable Tax withholding obligations on such payments.
Positive Adjustment. To the extent that the Net Working Capital derived from the Closing Date Balance Sheet is greater than the Preliminary Net Working Capital, then the Purchaser shall pay to the Seller the amount by which the Net Working Capital is greater than the Preliminary Net Working Capital by wire transfer of immediately available funds to an account designated by the Seller or by certified check within ten (10) days of the Balance Sheet Delivery Date.
