Subscriber Adjustment. Either (1) the Subscriber Adjustment (as reasonably estimated by the Sellers in the Preliminary Closing Statement) shall not be greater than $310,000,000, or (2) Buyer shall have waived its right to the Subscriber Adjustment in excess of $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. 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. 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. 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. The Base Price shall be decreased by 75.018 percent of the product of (i) $300.00 and (ii) the excess 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, 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.
Subscriber Adjustment. (1) Within ninety (90) days after the Closing Date, Holdings shall prepare, or cause to be prepared, and deliver to CCI a statement setting forth the number of Basic Subscribers of the CATV Business as of the Closing Date (such number, the "Basic Subscriber Amount"), which statement (the "Preliminary Basic Subscriber Statement") shall be prepared in conformity with the definition of Basic Subscriber contained herein. CCI shall cooperate in providing to Holdings access, upon reasonable notice, to all relevant books, records and personnel of the CATV Business in order to facilitate the preparation of the Preliminary Basic Subscriber Statement.
(2) During the 30-day period following the delivery of the Preliminary Basic Subscriber Statement to CCI, CCI shall have (x) the right to examine the Preliminary Basic Subscriber Statement and all records used to prepare the Preliminary Basic Subscriber Statement and (y) access to copies of all other books, records and accounts of Holdings and such other information as CCI reasonably requests to allow CCI to examine the accuracy of the Preliminary Basic Subscriber Statement.
(3) In the event CCI determines that the Preliminary Basic Subscriber Statement has not been prepared on the basis set forth in Section 2.04(b)(i) hereof, CCI shall so inform Transferor in writing ("CCI's Subscriber Objection"), setting forth a reasonably specific description of the basis of CCI's Subscriber Objection on or before the last day of the thirty (30) day period referred to in Section 2.04(b)(ii) hereof; provided, however, that such 30 day period shall not commence until Holdings has complied with its obligation under Section 2.04(b)(ii) hereof. If CCI delivers a CCI's Subscriber Objection, CCI and Holdings shall attempt to resolve the differences underlying CCI's Subscriber Objection within 30 days of the Holding's receipt thereof. If Holdings and CCI are unable to resolve all their differences within such 30-day period, they shall refer their remaining differences to the CPA Firm, who shall determine on the basis of the standard set forth in Section 2.04(b)(i) hereof and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Preliminary Basic Subscriber Statement requires adjustment. The CPA Firm will base its determination only on evidence brought to it by the parties and shall not conduct an audit. The CPA Firm shall deliver its written determination to CCI and Holdings no later than the ...
