Adjustment to the Consideration Sample Clauses

Adjustment to the Consideration. Any consideration received by the Seller in connection with the transactions described in this Sale and Purchase Agreement shall be received by the Seller as agent for and on behalf of the relevant member of the Seller Group. Any payment made by the Seller to the Buyer (or by the Buyer to the Seller) in respect of any Warranty or any claim for any breach of this Sale and Purchase Agreement or pursuant to any covenant, undertaking or indemnity contained in this Sale and Purchase Agreement (including the post Completion adjustments in Clause 10) or the Tax Deed, shall to the extent possible be made by way of adjustment to the consideration paid under this Sale and Purchase Agreement. The Seller shall receive or make such payment as agent for and on behalf of the relevant member of the Seller Group and such consideration shall be deemed to have been reduced (or increased, if the payment is from the Buyer to the Seller) by the amount of that payment.
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Adjustment to the Consideration. The Existing Shareholder shall guarantee that the PRC GAAP tax-based net profit of the College for the 2009 academic year (i.e. from September 1, 2009 to August 31, 2010) (the “2009 Net Profit”) shall not be less than RMB50,000,000. In case of any short fall, the Purchaser is entitled to deduct the amount calculated based on the following formula from the Third Payment. “Deduction Amount=(RMB50,000,000-2009 Net Profit) ×9” (Currency Unit: RMB)
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Adjustment to the Consideration. (a) If the Adjusted NAV is less than HK$18 million, the Consideration shall be reduced by the amount of shortfall on a dollar-to-dollar basis.
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Adjustment to the Consideration. 3.1 The Vendor and the Purchaser shall procure that there shall be ascertained by the Company the amount of cash (both in hand and at bank) in the Company as at the close of business on the Completion Date and, insofar as the same shall reasonably be practicable, there shall be prepared on the Completion Date:
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Adjustment to the Consideration. 9.1 The Buyer may at its sole discretion elect to re-calculate the Music Licence Liabilities in accordance with this clause 9. If the Buyer does not furnish the Seller with the Music Liability Statement in accordance with clause 9.3, the provisions of this clause shall cease to be in effect and neither party shall have any rights to re-calculate the Music Licence Liabilities (without prejudice to any other rights under this Agreement).
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Adjustment to the Consideration. 4.1 If the Completion Working Capital Amount is less than the Target Working Capital Amount (the difference being the “Shortfall Amount”) then the Seller shall owe to the Buyer the Shortfall Amount (the Consideration being adjusted accordingly) and no later than 5 Business Days after (and excluding) the date on which the Completion Working Capital Amount is agreed or deemed agreed or determined, the Seller shall pay a cash amount equal to the Shortfall Amount to the Buyer.
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Adjustment to the Consideration. The provisions of Clause 3 of the Share Purchase Agreement shall apply in respect of any adjustment to the Consideration.
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Adjustment to the Consideration. 5.1 On the date falling 10 Business Days after the calculation of the Net Current Asset Value becomes final and binding on the parties in accordance with this Agreement:
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Related to Adjustment to the Consideration

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Settlement Consideration 2. In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

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