Value Differential definition
Examples of Value Differential in a sentence
In such event, the Shareholders of Papetti's Hygrade who would have been entitled to receive such shares of Mich▇▇▇ ▇▇▇mon Stock shall become entitled to receive the dollar amount of the shares of Mich▇▇▇ ▇▇▇mon Stock not issued on the basis of the Closing Date Average Price plus or minus the Stock Value Differential formula set forth in the immediately preceding paragraph.
Based on the Trial Balance Sheet, the parties will determine the Preliminary Net Book Value Differential and the Preliminary Purchase Price.
To the extent that the Closing Date Average Price is less than $11.00, the cash portion of the consideration payable to the Shareholders of Papetti's Hygrade shall be increased by one-half of the Stock Value Differential.
The Parties shall instruct the Independent Accounting Firm to make a final determination of the Closing Balance Sheet, the Post-Closing Statement, the Inventory Value Differential and the resulting Adjusted Purchase Price, as applicable, calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement.
Within ten (10) Business Days following the completion of such purchases, Purchasers shall provide written notice to Sellers of the Inventory Value Differential calculated in accordance with this Section 3.3(b)(iv).
Except as set forth in the next paragraph of this Schedule 2.1 and 2.2, there shall be no adjustment to 3,195,455 shares of Mich▇▇▇ ▇▇▇mon Stock to be issued to the Shareholders of Papetti's Hygrade at Closing based upon the Stock Value Differential, if any.
The following defined terms are hereby added to Exhibit 2.1 Glossary and Index of Defined Terms of the Original Credit Agreement or, as applicable, replace such previously existing terms in their entirety: COLLATERAL RESERVE — shall be $20,000,000, unless the Floorplan Inventory Value Differential shall be more than $0, in which case the amount of the reserve shall be the amount by which $20,000,000 exceeds the Floorplan Inventory Value Differential.
The Closing Balance Sheet, the Post-Closing Statement, the Inventory Value Differential and the resulting Adjusted Purchase Price, as applicable, calculated with reference thereto shall become final and binding on the Parties on the date the Independent Accounting Firm delivers its final resolution in writing to the Parties (which final resolution shall be requested by the Parties to be delivered not more than forty-five (45) days following submission of such disputed matters).
The Adjusted Net Working Capital as set forth in the Post-Closing Statement provided to Sellers and the Inventory Value Differential as set forth in the Inventory Notice provided to Sellers shall become final and binding upon the Parties unless the Sellers give written notice of their disagreement (a “Notice of Disagreement”) to the Purchasers with regard to either the Post-Closing Statement or the Inventory Notice within the applicable thirty (30) day period referenced above.
No holder of Stockholder Shares shall sell, transfer, assign or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law, but excluding by way of merger or consolidation) any interest in his Stockholder Shares (a “Transfer”), except pursuant to this Agreement.