Post-Closing Payment Based on Final Adjusted Net Merger Consideration Sample Clauses

Post-Closing Payment Based on Final Adjusted Net Merger Consideration. If the Final Adjusted Net Merger Consideration is less than the Estimated Adjusted Net Merger Consideration (such difference, the “Shortfall Amount”), as soon as reasonably practicable following the determination of the Final Adjusted Net Merger Consideration pursuant to Section 1.7 hereof (and in any event within five (5) Business Days thereafter), Parent and the Stockholder Representative shall jointly instruct the Escrow Agent to promptly release from the Escrow Fund and deliver to Parent an amount in cash equal to the Shortfall Amount (without regard to the Threshold Amount).
Sample 1Sample 2
AutoNDA by SimpleDocs
Post-Closing Payment Based on Final Adjusted Net Merger Consideration. (i) If the Final Adjusted Net Merger Consideration is less than the Estimated Adjusted Net Merger Consideration (such difference, the “Shortfall Amount”), then as soon as reasonably practicable following the determination of the Final Adjusted Net Merger Consideration pursuant to Section 1.9(a) (and in any event within five (5) Business Days thereafter), the Buyer and the Equityholder Representative shall jointly instruct the Escrow Agent to promptly release from the Escrow Account (A) and deliver to the Buyer an amount in cash equal to the Shortfall Amount, which amount paid to the Buyer shall be accounted for as having been paid by each Equityholder from the Escrow Funds based on each Equityholder’s applicable Pro Rata Portion; provided, that if the Escrow Amount is less than the Shortfall Amount, then such shortage shall be paid by the Equityholders in accordance with the respective Pro Rata Portion up to the amount of Merger Consideration actually received by such Equityholder; and (B) any portion of the Escrow Funds remaining after the release specified in clause (A) above delivered to the Paying Agent for further distribution to the Equityholders, based on their applicable Pro Rata Portions (provided that the portion payable to the Optionholders shall be paid by the Paying Agent to the Surviving Corporation, and the Surviving Corporation shall promptly remit such sums to the applicable recipients less required withholding which the Surviving Corporation shall promptly remit to the appropriate Taxing Authorities).
Sample 1

Related to Post-Closing Payment Based on Final Adjusted Net Merger Consideration

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

Time is Money Join Law Insider Premium to draft better contracts faster.