Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of pa...
Post-Closing Adjustment Payment. (a) If the Final Cash Consideration is greater than the Estimated Cash Consideration, the Parent (directly or through the Paying Agent) shall promptly (but in any event within five (5) Business Days after the determination of the Final Cash Consideration) pay to (1) those Company Shareholders that have duly executed and delivered a Letter of Transmittal (and such other documents as required by the Letter of Transmittal) as described in Section 1.04 their respective portion of the Company Shareholder Percentage of the amount of such difference and (2) the Surviving Company (for distribution to the holders of the vested In-the-Money Options pursuant to Section 1.03(b)) the Optionholder Percentage of the amount of such difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company (provided that, in the case of any payment due to any holder who is not a current or former employee of any Group Company, the Paying Agent shall make any such payment directly to such holder rather than through the Company’s payroll system).
(b) If the Final Cash Consideration is less than the Estimated Cash Consideration, the Parent and the Representative (on behalf of the Securityholders) shall promptly (but in any event within five (5) Business Days after the determination of the Final Cash Consideration) deliver a joint written instruction to the Escrow Agent to pay to the Parent the lesser of (i) the absolute value of such difference and (ii) the amount in the Escrow Account by wire transfer of immediately available funds from the Escrow Account to one (1) or more accounts designated by the Parent to the Representative and the Escrow Agent. The Securityholders and the Representative shall not have any liability for any amounts due pursuant to this Section 1.09(b) except to the extent of the funds available in the Escrow Account.
(c) Exhibit E sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Parent setting forth the various line items used (or to be used) in, and illustrating as of the date set forth therein, the calculation of Cash, Indebtedness and Net Working Capital prepared and calculated in accordance with this Agreement.
Post-Closing Adjustment Payment. If the Final Merger Consideration is greater than the Closing Merger Consideration, Parent shall promptly (but in any event within ten (10) Business Days after the final determination of the Final Merger Consideration) pay, or cause to be paid, to the Paying Agent for further payment to the Stockholders and the Optionholders, their Pro Rata Share of the amount of such excess, by wire transfer of immediately available funds to the account or accounts designated by the Paying Agent. If the Final Merger Consideration is less than the Closing Merger Consideration, the Stockholder Representative shall promptly (but in any event within ten (10) Business Days after the final determination of the Final Merger Consideration) pay on behalf of the Stockholders and Optionholders (on a pro rata basis according to each Stockholder’s or Optionholder’s Pro Rata Share) to Parent the absolute value of such difference (which shall be paid first, out of the Adjustment Escrow Amount or, if the Adjustment Escrow Amount is less than the amount payable to Parent under this Section 3.9, second, from the Indemnity Escrow Amount) by wire transfer of immediately available funds to one or more accounts designated in writing by Parent. If any funds remain in the Adjustment Escrow Amount following such payment, Parent and the Stockholder Representative shall, no later than ten (10) Business Days after the final determination of the Final Merger Consideration pursuant to this Section 3.9, cause the Escrow Agent to deposit such remaining funds with the Paying Agent for delivery to the Stockholders and Optionholders according to their Pro Rata Shares.
Post-Closing Adjustment Payment. (i) If the Final Purchase Price is greater than the Estimated Purchase Price, the Purchaser shall promptly (but in any event within five business days after the determination of the Final Purchase Price) deliver to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated by the Seller.
(ii) If the Final Purchase Price is less than the Estimated Purchase Price, the Seller shall promptly (but in any event within five business days after the determination of the Final Purchase Price) pay the Purchaser the amount of such shortfall, by wire transfer of immediately available funds to an account or accounts designated by the Purchaser. At any time in its sole discretion, the Purchaser may collect the amount of such shortfall from the Indemnity Escrow Account
Post-Closing Adjustment Payment. The Final Post-Closing Adjustment shall be paid by the Seller to the Purchasers within five (5) Business Days as of (a) the date of receipt by the Purchasers of an Agreement Notice on the terms provided for herein; or (b) the Post-Closing Adjustment Determination Date, in both cases net of any withholding or deduction of any Tax or bank fees, by setting off the Withheld Amount against the amount of the Final Post-Closing Adjustment, and the positive balance of such set-off, if any, shall be paid to the Seller in domestic currency and immediately available funds, by means of electronic transfer of available funds - TXX to the checking account held by the Seller to be timely indicated in writing. If the Withheld Amount is insufficient to satisfy the payment of the Post-Final Closing Adjustment, the missing amount shall be paid by the Seller to the Purchasers within the same term herein provided by means of electronic transfer of available funds - TXX to the current accounts held by the Purchasers to be timely indicated in writing, net of any withholding or deduction of any Tax or bank charges, in domestic currency and in immediately available funds.
Post-Closing Adjustment Payment. (a) The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the sum of (i) an amount (expressed as a positive or negative number) equal to the Working Capital Adjustment as finally determined pursuant to Section 2.11 minus the Working Capital Adjustment set forth in the Closing Payment Certificate; minus (ii) the amount (expressed as a positive or negative number) equal to the Company Transaction Expenses as finally determined pursuant to Section 2.11 minus the Company Transaction Expenses set forth in the Closing Payment Certificate; plus (iii) the amount (expressed as a positive or negative number) equal to the Cash as finally determined pursuant to Section 2.11 minus the Cash set forth in the Closing Payment Certificate; minus (iv) the amount (expressed as a positive or negative number) equal to the Company Debt as finally determined pursuant to Section 2.11 minus the Company Debt set forth in the Closing Payment Certificate.
(b) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a negative number, the Escrow Agent shall, within five (5) Business Days after the Final Resolution Date, deliver to Acquiror from the Working Capital Escrow Amount and, to the extent insufficient, from the Escrow Amount, a bank check, or wire transfer of immediately available funds to the account designated by Acquiror, in an aggregate amount equal to the Adjustment Amount. For the avoidance of doubt, no basket, threshold, cap, escrow or any other limitation shall apply to the adjustments in this Section 2.12.
(c) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a positive number, Acquiror shall, within five (5) Business Days after the Final Resolution Date, (i) deliver to the Paying Agent for distribution to the Securityholders in accordance with the Closing Payment Certificate, a wire transfer of immediately available funds in an aggregate amount equal to the Adjustment Amount and (ii) instruct the Escrow Agent to release to the Paying Agent the Working Capital Escrow Amount for distribution to the Securityholders in accordance with the Closing Payment Certificate.
(d) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a negative number but the absolute value of such negative number is less than the Working Capital Escrow Amount, Acquiror shall, within five (5) Business Days after the Final Resolution Date, instruct the Escrow A...
Post-Closing Adjustment Payment. If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within two (2) Business Days) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser. If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within two (2) Business Days) pay to the Purchaser the absolute value of such difference by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser to the Seller. For the avoidance of doubt, (a) clauses (a) and (b) of the Adjustment Amount Schedule shall not be subject to any adjustment pursuant to this Section 1.05, and (b) clause (c) of the Adjustment Amount Schedule shall be subject to adjustment pursuant to this Section 1.05.
Post-Closing Adjustment Payment. The “Post-Closing Adjustment” will be an amount equal to the Closing Working Capital as set forth on the Final Closing Working Capital Statement minus the Estimated Working Capital. If the Post-Closing Adjustment is a positive amount, then Buyer will pay to Seller the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller will pay to Buyer the absolute value of the Post-Closing Adjustment.
Post-Closing Adjustment Payment. Any amounts payable pursuant to Section 2.03(c) above shall be paid promptly (but in any event within ten (10) business days) after such amounts are finally determined pursuant to Section 2.03(b) by wire transfer of immediately available funds to an account or accounts designated by the Sellers or Buyer, as applicable. In addition, if Buyer so elects in its sole discretion, Buyer may collect any amounts not paid by the Sellers pursuant to this Section 2.04 by making a claim against the Escrow Account.
Post-Closing Adjustment Payment. The Buyer shall promptly (but in any event within five (5) Business Days) deliver to the Seller or its designee any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Buyer by wire transfer of immediately available funds to an account or accounts designated by the Seller. The Seller and the Buyer shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by (i) the Buyer an amount equal to any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Seller to the Buyer (other than any Working Capital Indemnity Amount for which the Buyer elects to seek indemnification directly from the Seller pursuant to Section 2.4(c)) and (ii) the Seller the Working Capital Escrow Amount less any amount paid to the Buyer pursuant to clause (i) (or, if such difference is less than zero, zero dollars) in accordance with the terms of the Escrow Agreement.
