Examples of Adjusted Book Value in a sentence
The scope of the disputes to be resolved by the Neutral Accounting Firm shall be limited to whether the items in dispute that were included in the Buyer’s Objection were prepared in accordance with this Agreement and the Neutral Accounting Firm shall determine, on such basis, whether and to what extent, the Closing Date Statement and the Final Adjusted Book Value reflected therein require adjustment.
To the extent the amount of the Reserve is less than the Buyer Excess (such amount being the “Deficiency”), then each Securityholder shall be obligated to pay to the Buyer within two (2) Business Days from the date on which the Final Adjusted Book Value is finally determined pursuant to Section 2.5 an amount equal to the Deficiency multiplied by such Securityholder’s Transaction Percentage.
The Adjusted Book Value Per Share shall be determined by dividing the Shareholder’s Equity reflected on the Corporation’s financial statements (as of the Determination Date) by the number of the Corporation’s shares issued and outstanding at such date; provided, however, that all tangible assets such as real estate, machinery, fixtures, and equipment shall be taken at their fair market value mutually agreed to by the purchaser(s) and the selling Shareholder (or his/her legal representative).
If the Final Adjusted Book Value (as finally determined pursuant to Section 2.5) is greater than the Adjusted Book Value Base Amount, the purchase price shall be increased by the amount of the difference between the Final Adjusted Book Value and the Adjusted Book Value Base Amount (such amount being the “Securityholders’ Excess”).
Prior to Closing, the Company shall (a) accrue as a liability on the balance sheet used to calculate the Adjusted Book Value or (b) pay to the recipients thereof, any amounts payable or to be payable upon consummation of the transactions contemplated hereby under all Material Contracts that relate to severance or change of control payments due to employees of the Company or any Subsidiary.