Examples of Performance Adjustment Amount in a sentence
Each of the Sponsor Shareholders that is not an individual has all necessary power and authority to enter into this Agreement and the Investor Rights Agreement and to consummate the transactions contemplated by this Agreement and the Investor Rights Agreement, including, without limitation, the payment of any Performance Adjustment Amount and Put Price, as applicable.
The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.
The calculation of the Closing Performance Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Performance Adjustment Amount” for purposes of this Agreement.
If during such period, Buyer and Sellers are unable to reach such agreement, they shall promptly thereafter cause the Accounting Referee to review the disputed items or amounts for the purpose of calculating the Final Performance Adjustment Amount (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator).
To the extent Cash and Cash Equivalents immediately prior to the Early Funding Date exceed One Hundred Eighty Seven Million Dollars ($187,000,000), the Performance Adjustment Amount (if any) shall reduce the Cash Purchase Price.
Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the calculation of the Performance Adjustment Amount.
To the extent such Cash and Cash Equivalents immediately prior to the Early Funding Date are less than or equal to One Hundred Eighty Seven Million Dollars ($187,000,000), any remaining portion of the Performance Adjustment Amount shall be a reduction in the number of shares of the XO Common Stock (calculated using a $7.625 per share value).
If Buyer does not raise any objections to the Performance Adjustment Amount within the period described herein, the Performance Adjustment Amount will become final and binding upon Buyer and Sellers (the "FINAL PERFORMANCE ADJUSTMENT AMOUNT").
ATI's certificate shall include a calculation of the Performance Adjustment Amount.
If Buyer does not raise any objections to the Performance Adjustment Amount within the period described herein, the Performance Adjustment Amount will become final and binding upon Buyer and Sellers (the “Final Performance Adjustment Amount”).