Subscriber Adjustment. The Subscriber Adjustment (as reasonably estimated by the Sellers in the Preliminary Closing Statement) shall not be greater than $310,000,000.
Subscriber Adjustment. The Purchase Price shall be reduced by an --------------------- amount equal to $1,250 times the difference between the number of Required EBU's and the number of EBU's actually delivered on the Closing Date (the "Subscriber Adjustment").
Subscriber Adjustment. 12 2.5. Current Items Amount.....................................................................................12 2.6.
Subscriber Adjustment. If on the Closing Date, the System has less than 31,390 Equivalent Basic Subscribers, the Purchase Price shall be decreased by an amount equal to $2,071 for each Equivalent Basic Subscriber less than 31,390. If on the Closing Date, the System has more than 31,500 Equivalent Basic Subscribers, the Purchase Price shall be increased by an amount equal to $2,071 for each Equivalent Basic Subscriber more than 31,500; provided no upward adjustment to the Purchase Price will be made for any Equivalent Basic Subscribers exceeding 31,850 (the amount of any adjustment pursuant to this Section 2.4 is the "Subscriber Adjustment Amount").
Subscriber Adjustment. Target shall prepare and deliver to Parent and Sub not later than ten days before the Closing Date a preliminary settlement statement (the "Preliminary Settlement Statement") which shall set forth Target's good faith estimate of Equivalent Basic Subscribers as of Closing and any adjustments to the Preliminary Merger Consideration under Section 1.02(b)(i). The Preliminary Settlement Statement shall contain all information reasonably necessary to determine the adjustments to the Preliminary Merger Consideration under Section 1.02(b)(i), to the extent such adjustments can be determined or estimated as of the date of the Preliminary Settlement Statement, and such other information as may be reasonably requested by Parent and Sub.
Subscriber Adjustment. An amount equal to the product of (x) $1,925 and (y) the difference between 47,000 and the actual number of Basic Subscribers in the Systems as of the Closing Date if such difference is greater than 470.
Subscriber Adjustment. If the actual number of Target's Equivalent Basic Subscribers on the Closing Date exceeds or is less than 10,790 by more than three percent (3%), the Preliminary Merger Consideration shall be increased by the excess or decreased by the deficiency, as the case may be, by multiplying the excess or deficiency in the number of such customers by $3,150.00.
Subscriber Adjustment. The Purchase Price shall be decreased by the dollar amount equal to the product of (1) the Subscriber Shortfall multiplied by (2) $4,492 (such decrease, the "Subscriber Adjustment"). For purposes of this Agreement, the "Subscriber Shortfall" equals the number, if any, by which the total number of Equivalent Basic Subscribers for all of the Partnership Systems as of the Adjustment Time (as adjusted in accordance with the following sentence) is less than 665,850. If any Acquisition Agreement remains pending but not yet consummated prior to the Adjustment Time, then (i) the number of Equivalent Basic Subscribers of cable television systems that the Partnership intends to acquire by such Acquisition Agreement, as set forth on Schedule 3.17, will solely for purposes of this Section 2.3(b) be deemed to be Equivalent Basic Subscribers of the Partnership Systems as of the Adjustment Time and (ii) the Partnership debt, for purposes of Section 2.3(c), will be deemed to be increased on a pro forma basis by the purchase price under such Acquisition Agreement.
Subscriber Adjustment. 6 1.39 Systems............................................................... 6 1.40 Taxes................................................................. 6 1.41
Subscriber Adjustment. The Base Price shall be decreased by 24.982 percent of the product of (i) $300.00 and (ii) the excess, if any, of the Target Number of Subscribers over the number of Subscribers as of the Closing Date (such decrease in the Base Price being referred to herein as the "Subscriber Adjustment"); PROVIDED, HOWEVER, that for purposes of determining the Subscriber Adjustment, a Tentative Subscriber shall be counted as a Subscriber as of the Closing Date if as of the end of the Partnership's normal Billing Cycle which commences after the Closing Date such Tentative Subscriber is still an active cellular telephone service customer of the Cellular System and has paid all charges for service when due.
