Adjustment to Purchase Consideration. Amounts paid for indemnification under Article VIII shall be deemed to be an adjustment to the Merger Consideration paid to the Plastec Shareholders, except as otherwise required by a Legal Requirement.
Adjustment to Purchase Consideration. (a) Within 60 days after the Closing Date, Seller shall, at its expense, prepare and deliver, or cause to be prepared and delivered, to Purchaser a statement prepared consistent with Seller's internal accounting policies and procedures, including those employed in the financial reports referred to in Section 4.18. (the "CLOSING STATEMENT") (including calculations and any applicable supporting reports or information) setting forth:
Adjustment to Purchase Consideration. Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the Purchase Consideration, except as otherwise required by a Legal Requirement.
Adjustment to Purchase Consideration. Amounts paid or payable pursuant to Section 2.8 shall be treated by the parties for Tax purposes as adjustments to the Purchase Consideration.
Adjustment to Purchase Consideration. (a) The Purchase Consideration has been established based on the assumption that the Inventory Value (as hereinafter defined) of the Business as of the Closing Date is $25,000,000 (“Inventory Target Amount”). The Purchase Consideration will be subject to adjustment in accordance with this Section 2.10. For purposes hereof, the term “
Adjustment to Purchase Consideration. The amount payable by the Company as the Deferred Payment and under the Company Notes pursuant to Section 2.3(a) hereof shall be subject to adjustment in accordance with this Section 2.6.
Adjustment to Purchase Consideration. The Purchase ------------------------------------ Consideration is valued upon the Net Worth of the Company being at least #1,310,725 at the Closing Date. In the event that the Buyer delivers an Adjustment Proposal to the Shareholders under Clause 2.7(b) below before the First Anniversary and the Shareholders are adjudged to be accountable to the Buyer for a shortfall (the "Shortfall") in the Net Worth, the Shareholders may elect to surrender the number of Held Back Shares valued at the market stock price on the day preceding such determination equivalent to the Shortfall, provided that such determination of the Shortfall is made prior to the First Anniversary. If such Shortfall is determined on a date after the First Anniversary (provided the Adjustment Proposal is served prior to the First Anniversary), the Shareholders shall pay the amount of the Shortfall to the Buyer in cash within 30 Business Days of such determination.
Adjustment to Purchase Consideration. Amounts paid or payable pursuant to Sections 2.6, 2.8 or 2.9 shall be treated by the parties for Tax purposes as adjustments to the Purchase Consideration.
Adjustment to Purchase Consideration. 5.1 The Consideration shall be reduced by the aggregate of:
Adjustment to Purchase Consideration. The Purchase ------------------------------------- Consideration is based upon the Net Worth of the Company being at least #1,132,505 as at the Last Accounts Date. In the event that the Buyer delivers an Adjustment Proposal to the Shareholders under Clause 2.8(b) below on or before the First Anniversary and the Shareholders are adjudged to be accountable to the Buyer for a shortfall (the "Shortfall") in the Net Worth as at the Closing Date below #1,132,505, the Shareholders shall be deemed to have surrendered to the Buyer such number of Held Back Shares (rounded upwards to the nearest whole number of Held Back Shares) having an aggregate value equal to the amount of the Shortfall (calculated on the basis of the amount of the Shortfall divided by the closing price of a share of common stock of the Buyer as at the Business Day preceding the date of such determination , provided that such determination of the Shortfall is made prior to the First Anniversary. If such Shortfall is determined on a date after the First Anniversary (provided the Adjustment Proposal is served prior to the First Anniversary), the Shareholders shall pay the amount of the Shortfall to the Buyer in cash within 30 Business Days of such determination.
