Purchase Price Adjustment Mechanism. The adjustments to the Purchase Price set out in Section 2.2 and Section 2.6 shall be conducted as follows:
2.7.1. At least seven (7) days prior to the Closing, the Company shall prepare and deliver to the Purchaser: (A) its good faith estimate as of the Closing Date of the Closing Balance Sheet and a schedule of known Transaction Costs, together with a calculation based on such Closing Balance Sheet and such Transaction Costs schedule, of the estimated Purchase Price Adjustment, as of the Closing Date, and (B) the updated Waterfall. To the extent reasonably requested by the Purchaser, the Company shall also deliver any working papers and documentation supporting the foregoing calculations made by it. The Purchaser and the Company shall consult with one another with respect to the determination of the amounts set forth in the Closing Balance Sheet and the Purchase Price Adjustment amount and the Waterfall, and the Company, having taken account of the Purchaser’s comments in good faith, shall, not less than three (3) Business Days prior to the Closing Date, determine in good faith and notify the Purchaser of any changes in such amounts or in the Waterfall, if any, which absent fraud and manifest error shall be final for purposes of this 2.7.1 and Section 2.7.2 (but not for the purpose of the post-Closing adjustments pursuant to Section 2.7.3 through 2.7.7) and the Waterfall shall be final and binding for the purpose of this Agreement.
2.7.2. An amount equal to the aggregate of the estimated Purchase Price Adjustment required hereunder pursuant to Sections 2.2 and 2.7.1 (“Estimated Aggregate Purchase Price Adjustment”), (i) if requiring a reduction to the Purchase Price, shall be deducted by the Purchaser from the portion of the Cash Consideration and the Consideration Shares, to be paid at the Closing as set forth in Section 3.2.6; and (ii) if requiring an increase of the Cash Consideration and/or the Consideration Shares, shall be added to the Purchase Price to be paid at the Closing as set forth in Section 3.2.6, provided, however that the Consideration Shares value shall not, in any event, exceed US$ 12,000,000 in the aggregate. Any increase or reduction shall be made on a pro-rata bases among the Shareholders and the holders of Options who are entitled to receive the Option Consideration (the “Entitled Optionees”), on a pro-rata basis based on their entitlement to the Purchase Price, as adjusted, as set out in the Waterfall (and subject to the pro-rata ...
Purchase Price Adjustment Mechanism. 1.3.1 The Promissory Note portion of the Cash Consideration and the Stock Consideration for each of the Sellers will be adjusted based on the final Unaudited Financial Statements for the period the purchase price was calculated and the impact on calculated EBITDA used in the original formula. The determinations of EBIDTA and other financial results for purposes of any post-closing adjustment of the sales price musts be made in accordance with generally accepted accounting principles, using the same methods of accounting , accounting principles and practices utilized in the preparation of SATCO's financial statements for the periods preceding the Closing. There will be no adjustment made to the calculated EBITDA based on the current method of accounting for commissions. The Purchaser is aware of and agrees with the current method of accounting for commissions. In the event that the Purchase Price of the Company is reduced after review of the final Audited Financial Statements or during the due diligence process, the Sellers will have the right to unwind this transaction if the adjustment lowers the average Trailing Twenty-Four Month EBITDA by more than One Hundred Thousand Dollars ($100,000.00).
1.3.2 The aggregate of the Promissory Note portion of the Cash Consideration and the Stock Consideration to be paid by the Purchaser to the Sellers is subject to a one-time adjustment based upon the Corporation's final audited financial statements, as described below.
1.3.3 As soon as practicable, but in no event more than sixty (60) days after the closing date, the Purchaser shall cause the Corporation to prepare and deliver to the Seller, special purpose financial statements prepared in accordance with Closing GAAP, applied on a consistent basis in accordance with the Corporations historical accounting policies and as described on Schedule 1.3.3, showing results of operation of the Corporation as of the Closing Date (the "DETERMINATION DATE FINANCIAL STATEMENTS"), which Determination Date Financial Statements shall be prepared at the expense of the Purchaser, by the accounting firm of Xxxxxxxxxx Xxxxxx, LLC (the "AUDITOR"). There will be no adjustment made to the calculated EBITDA based on the current method of accounting for commissions. The Purchaser is aware of and agrees with the current method of accounting for commissions. In addition, the Purchaser shall bear the expense of having an opening date balance sheet as of the Effective Date, prepared by the Audit...
Purchase Price Adjustment Mechanism. 2.2.1 The aggregate consideration to be paid by the Purchaser to the Seller is subject to a one-time adjustment based upon the Seller's financial performance during the year preceding the Closing Date, as described below. Attached as EXHIBIT "G" is a document reflecting the formula used in determining the Purchase Price. This same methodology shall be applied to the March 31, 2005 financial statement to determine the Purchase Price Adjustment.
2.2.2 As soon as practicable, but in no event more than sixty (60) days after the Determination Date, the Purchaser shall cause the Seller to prepare and deliver to the Purchaser, special purpose financial statements prepared in accordance with GAAP, applied on a consistent basis in accordance with the Seller's historical accounting policies and as described on SCHEDULE 2.2.2, showing results of operation of the Seller as of the close of business for the one year period (the "DETERMINATION PERIOD") ending on the Closing (the "DETERMINATION DATE FINANCIAL STATEMENTS"), which Determination Date Financial Statements shall be prepared at the expense of the Purchaser, by the Purchaser accounting firm (the "AUDITOR"). In addition, the Purchaser shall bear the expense of having an opening date balance sheet as of the Effective Date, prepared by the Auditor in accordance with GAAP, applied on a consistent basis in accordance with the Seller's historical accounting policies. The parties acknowledge that the Determination Date Financial Statements are for the sole of determining adjustments to the Purchase Price and may not reflect the actual financials of the Seller used in preparing the Purchaser's consolidated financial statements.
2.2.3 The PURCHASER shall have thirty (30) days from the date the Determination Date Financial Statements are delivered by the Seller to review the Determination Date Financial Statements and propose any adjustments for the purpose of determining adjustments to the Purchase Price. If after discussion of any such proposed adjustments, either party disputes such adjustments, then the Purchaser and the Seller shall engage a nationally recognized accounting firm (the "Alternate Auditor") to review the disputed items. The Alternate Auditor's determination of the disputed items with respect to the determination of the Purchase Price shall be final and binding upon the Parties, without adjustment. All invoices submitted by the Alternate Auditor shall be paid by the Purchaser and the Seller equally.
2.2....
Purchase Price Adjustment Mechanism the Compounding Period for the remaining Underlying Shares shall be determined without regard to such Partial Settlement.
Purchase Price Adjustment Mechanism. 1 plus the product of (i) the appropriate Daycount Fraction and (ii) the sum of (x) LIBOR, determined as of the previous Interim Settlement Date (or in the case of the first Interim Settlement Date, as of the Effective Date), for a Designated Maturity of 3 months, and (y) the Spread; and
Purchase Price Adjustment Mechanism. Interim Settlement Dates: May 26, 1998, August 26, 1998 and November 26, 1998, subject to adjustment in accordance with the Modified Following Business Day convention.
Purchase Price Adjustment Mechanism the settlement method, subject to change upon notice as described below in this section (Physical, Stock or Net Stock Settlement, as such methods are described below); and
Purchase Price Adjustment Mechanism the notice day shall become the final day of the Unwind Period with regard to the Settlement Shares that are deemed to have been settled, and (ii) the Exchange Trading Day immediately following the notice day shall become Day S for the remaining Settlement Shares and the Settlement Price for these remaining Settlement Shares shall be recalculated accordingly.
Purchase Price Adjustment Mechanism. Exchange Trading Days after the end of the applicable Unwind Period. Notwithstanding any other provision of this Confirmation, if the conditions set forth in this Section III.A.4 are not satisfied as of Day S, then (except as provided in Section V - Mandatory Unwind Event) the Companies shall be deemed to have elected Physical Settlement.
Purchase Price Adjustment Mechanism. Shares plus (y) any shares previously delivered pursuant to this settlement under this subparagraph (i), then the Companies shall deliver that number of Paired Shares equal to the difference between (a) and (b) to the Customer Account (for subsequent sale for the account of the Purchaser as provided in Section VI), and
